Recruitment Drive: Action Figures
by Afalstein
Summary: The final story in the Recruitment Drive series! (By me, anyway) Coulson and co find the chair used to prepare the Winter Soldier, but something about it strikes Root as very familiar. What follows is a trip to a dark belly of a forgotten industry-one that certain people will kill to keep forgotten. Mega crossover, also involves Person of Interest and Much Ado About Nothing.
1. Pretty Penny

**Pretty Penny**

* * *

Not many people really used banks anymore, P.T. Dillinger observed as he stared woefully at the empty room. Or rather, they used banks, but they did all their banking through electronic machines and e-checks and direct deposits and debit cards. Which meant that bank tellers like PT Dillinger were sadly underused, especially this early in the day. There was one customer in the bank, but so far he was simply leafing through the many brochures on the stand. Dillinger stared at him, willing him to have actual business to break this monotony.

An African man in a leather jacket strode through the front doors, and opportunity smiled hopefully on PT Dillinger. He strode across the floor to PT's station, and gave an easy smile. "Hi, there." The man's voice was light and jocular, his smile open. A pair of close-cropped mutton chops framed a friendly face wearing thick-rimmed glasses. "There's a deposit box I'd like to check out?"

Opportunity disappeared. "Ah, you'll have to see the manager about..."

"It's a special deposit box." The man continued, speaking over him. "Box number... 945?"

Dillinger blinked once, twice, three times. "Of course." He said, giving a quick smile, reaching under the desk. "Let me just point you to YOUR DOOM!" He roared, bringing up a jet-black UMP 45 from behind the counter.

The dark-skinned man and the brochure-observing customer both dove for cover as the chatter of submachine gun fire filled the bank.

* * *

"Hey, Koenig." Director Coulson, new leader of the reborn SHIELD vigilante organization, trotted into the command center. "How's the bank robbery coming?"

Agent Billy Koenig, the director's on-site pudgy technical advisor, looked up with a smile. "Just beginning now, sir." He said, punching a few keys on the console. "We're patching into the feed from Agent Tripp's glasses."

"Good. Onscreen." As the big monitor at the front of the room flickered into life, Coulson shot a grin at Koenig. "I've always wanted to say that."

Koenig grinned back. "I know, right?"

The image was shaking, rocking back and forth all over the place, and just slightly grainy. About half of it was filled with a marble wall that the wearer seemed to be crouched behind, but in the other half, a scrawny man in a suit and bowtie could be clearly seen behind the counter, wielding a submachine gun. His mouth was open and he seemed to be yelling.

Coulson frowned. "Can we get audio?"

"Oh! Of course. Sorry sir."

_"-AAAAAH DIE SHIELD DIE! HAIL HYDRA_!" The words were just barely audible over the chatter of gunfire.

"Oh!" Koenig's face suddenly brightened with remembrance. "I almost forgot!" He turned to face Coulson. "Congratulations on the wedding, sir!"

"Thank you!" Coulson acknowledged the comment with a nod and a smile.

_"Fire in the hole!"_ A dark object sailed past the camera and over the counter behind the man.

"Did you cry?" Koenig tilted his head in amused inquiry.

_ BOOOM!_

"I may have cried." Coulson admitted. On the screen before him, the glass of the office to the left suddenly shattered, and an elderly man in a suit appeared, carrying an automatic shotgun. "Kind of silly, I know," he continued, as a series of booms resounded from the speakers and the camera tossed wildly all over the place, "it's not like Agent Jillian's actually my daughter, but..."

"Ah, but they grow up so fast." Koenig nodded understandingly. "It seems like just yesterday she was a level one operative minding the Malta safehouse, and now look at her." He shook his head blissfully, heedless of the camera suddenly vaulting over the teller counter to crouch behind it. "Infiltrating a Mediterranean monarchy by marrying into his close council." He sniffed.

"_Mills! Cover fire!"_ A fresh chatter of gunfire came from the right.

"Eh, it's not quite like that." Coulson spread his palm flat and wiggled it around. "Don Pedro has always been a reliable supporter, and as far as I can tell, Jillian does actually love Claudio, his second." On-screen, the camera was rapidly popping up over the counter and then popping back behind it, loud bangs marking the short clips of gunshots. "I never pushed it or ordered her to seduce him or anything. It's a real attraction."

"True love." Koenig sighed blissfully. "So rare in the spy game."

_"He's reloading! Go, Go, Go!"_ The camera vaulted over the counter again and dashed at the elderly man, who was struggling with the drum chamber of the shotgun.

"I know." Coulson gave a wistful nod. "Sometimes I think it's impossible, but then I see the two of them, and I think—hey, if they could overcome stuff like that awful first wedding—"

"Ooh, I heard about that, too." Koenig winced. The camera had suddenly leapt at the elderly man, and now was rolling over and over. Fists blinked in and out of the frame; eyeballs, ears, teeth, were randomly seen and just as randomly disappeared. "That must have been soooo awkward."

"Try awful? Or Enraging?" The camera was up above the elderly man now, one dark hand closed around the man's throat, the other dark hand pummeling his face. The old man's face was drawn and bitter, snarling as he clawed at the camera. "I practically threw them out of the house, and Root... it was all I could do to convince Root not to actually_ shoot_ Claudio for making public accusations like that. Had to remind her it would create an international incident and blow our cover."

_"Verdammt... die, SHIELD scum!"_ The old man hissed.

"Have I mentioned that I find Agent Root extremely disturbing?" Koenig asked. One particularly hard punch splattered a few flecks of blood on the camera.

"Everyone finds her disturbing." Coulson shrugged, "Something about being a cybernetic devotee to a vast Orwellian AI, I gather." The old man's hand must have caught on the glasses, for the camera suddenly flipped upward, giving a rapid-fire view of the walls, ceiling and floor before settling on an upside-down image of Tripp and the bank manager wrestling. "But she's really taken to Jillian for some reason. Mellowed, almost."

Tripp landed one last punch. The manager groaned and lay still.

"Huh." Koenig chewed his lip. "That's... kind of surprising."

"I know." Coulson grinned. "I think it's adorable, this sudden big-sister complex she's developed. Also, don't tell anyone, but I think she may have hooked up with Benedict, the prince's other aide-de-camp."

"_C'mon, Tripp. One old man gave you that much trouble?"_ A brown-haired man with lightly greying temples came up to Tripp and helped him up from the manager's body.

"No!" Koenig recoiled in surprise.

"I know!" Coulson beamed delightedly. "The prince came up with this crazy idea to try to get the two of them together—"

"_That old man is a Hydra death's head, so you can stick it in—OH SHIT!"_ A troop of men in black combat gear were rounding the corner, guns on the ready.

"—and we went along with it, thinking it would never go anywhere, but I guess it really took off!" Coulson smiled. Behind him, Tripp and Mills could be seen running for cover from the blistering salvo leveled at the camera. "It's funny, because Root's always had a distaste of Pedro and his cabinet, particularly Benedict. Claudio is a close runner-up, but I think that has to do with the big-sister complex I mentioned."

"Ah-ha." Koenig waved a smug finger. "If they hate each other..."

"I know." nodded Coulson, grinning. A small black object went sailing from Mills' hiding spot toward the line of Hydra troopers. "Especially since she always had such thin excuses. 'They seem familiar'; 'I just don't like them.'"

_BOOOOOM!_ The Hydra formation was blown apart.

"Well, sounds like she got over it, at any rate," shrugged Koenig, grinning. "Hey, with a little luck, we might plant a second infiltrator in that Maltese court, eh?"

_"Ahhhh! AHHH! OH GOD THE PAIN!"_

"I guess." Coulson seemed troubled. He looked at Koenig. "I'm... a little uncomfortable looking at it like that. It makes me feel like I'm using people, you know?"

Koenig considered and eventually nodded. "Maybe." He answered, as the screen showed Tripp and Mills walking over the groaning bodies of the Hydra column, zapping the occasional one with an Icer. "It's not the sort of thing Fury would have a problem with, though."

"But I'm _not _Fury." Coulson gestured toward himself. "That's kind of the point, isn't it? We're supposed to be building a newer, better SHIELD than the one Fury built. And I know Fury wouldn't have a problem with marrying off an agent to get an inside source in a government, but I do."

_"RAAAH!"_ Out of nowhere, one of the bodies reared up and charged at Tripp.

"I feel like, in the new SHIELD, we shouldn't just follow orders." Coulson explained

_BANG BANG._ Both agents shot the attacker.

"We should follow our hearts. You know?" Coulson tilted his head at his subordinate.

"Totally, sir." Koenig nodded sagely.

_"Hey Tripp!"_ Something huge and dark suddenly descended over the camera, there was a crack, and the screen cut to static.

Both men turned around. "What happened?" asked Coulson.

* * *

"Oops." Skye lifted her shoe. "Sorry Tripp. Stepped on your glasses."

"No biggie." Tripp answered, holstering his revolver, smiling at Simmons and the woman behind her. "Not sure what we really needed them for anyway." He clapped his hands. "Let's see what's hidden in this safe-deposit room, eh?"

* * *

"The tracers we have on the Washington team are active, so they should be fine." Koenig looked up from the console. "Likely the camera simply broke. We'll wait for them to re-establish contact. In the meantime there's this." He handed Coulson a folder. "Update from the Nikita cell—Agent Beckett has arrived and is investigating the angles suggested by Agent Gideon. They think they might be close on Target A's tail. They're requesting support."

"Mm." Coulson nodded. "Who's closest?"

"The Moscow Northern lights cell. But we just got another number..."

"Retask Shaw and whoever else is at that location, and give the number to our Noir consultants." Coulson nodded. "What's the news on the Chicago cell?"

Koenig winced. "We're still waiting on getting the tech for the Chicago cell up and running." He answered. "But Agent Murphy reports that the dig site suggested by Drs. Petrikov and Randolph is definitely significant, and we should expect trouble."

"Have Westen drum up some support for them." Coulson murmured, flipping through the papers. "What about the open queries?"

Koenig rolled his eyes. "Still no idea on what Rashid, Ivy, or Steven Strange mean, sir."

"Figures." Coulson sighed. "Well, we'll keep trying." He handed back the folder. "It seems Northern Lights gave us four blue numbers. Have tech support run a profile search on them and inform May to prep the jet. We may have some more recruits."

"More?" Koenig blinked. "I could have sworn we were done."

"Apparently not." Coulson shook his head. "Hopefully soon. We're running out of money. Oh, which reminds me—try to get a message to the Washington group, and tell them to ransack that safe-deposit room. I doubt anyone but Hydra has been inside it in years."

* * *

"Surprised the CIA missed this." Tripp frowned, glancing over the large, wicked-looking, very obvious chair in the center of the safe-deposit room. "Aren't they going all ape over anything remotely connected with Hydra? Or SHIELD?"

Sky was tapping away on the screen of her tablet. "This one was very well-hidden—the data Black Widow released doesn't even mention it. It makes sense, I mean..." She nodded at the bank vault they were standing in, "...if this really is where they kept their 'Winter Soldier,' this place was the linchpin of their intervention program."

"The cryo tubes downstairs definitely do suggest that." Tripp nodded. He shook his head and whistled. "Dang, this stuff is old. This is like... grandad-era old. What'd they use it for?"

Skye glanced up and shrugged. "Super-evil dentistry?"

Tripp arched an amused eyebrow at her. "Tell me you got something better than that, girl. You're the tech-head here, remember?"

"I'm the hacker. I deal in software, not hardware." Skye rolled her eyes. "I mean, yeah, I build my own rigs, but this thing is several decades older than anything I've worked with and none of it looks remotely familiar."

Tripp frowned. "Well... maybe when Jemma gets back from the cryo tubes..."

"...she can tell everything about it that she doesn't know either." Skye had returned to tapping on her tablet. "Which... is probably still more than me, but Jemma's bio-chem, remember? Organic, squishy stuff. Not all these bells and whistles and... sparky things. The guy we'd want for this is Fitz." Skye's face fell. "But he's not doing much of anything these days, is he?"

"No, he's not." Tripp let out a long breath. "Well, then we got a problem. Director Coulson said this facility was top priority, and apparently no one here speaks machine-language."

"Relax." Skye rolled her eyes. "I'm already on it."

"I thought you said..."

"Yeah, I don't know the first thing about how to inspect this thing." Skye finally looked up from her tablet. "But I know how to get in touch with someone who does." She flipped the tablet around to face the chair. "Whaddaya think, Harold?"

_"I will be unable to think anything until you move me closer to the chair, Miss Poots."_

* * *

"Ah!" Coulson turned at Koenig's pleased outburst. "The Washington team is sending out a video feed. I'll link us in." He tapped a few keys, and the head monitor again blinked into life. The image that came through was grainy and wobbly, showing a bunch of collected wires and circuitry.

Coulson frowned. "Okay... I have no idea what that is."

"Ah! Coulson! Uh, that is, Director Coulson!" The camera's view flipped around suddenly to focus on a bewildered Skye. "I, uh, didn't know you were on the feed too. Sir." She added.

Coulson exchanged an amused look with Koenig. "We thought you might have some information for us."

_"Well... actually Harold has the information."_

_ "And if you could turn the camera around again, Miss Poots, I might be able to give you more information,"_ interrupted a new voice.

Koenig grinned and a few snickers could be heard through the video feed.

_"Do you have to call me that?"_ Skye moaned, obediently turning the camera to face the chair. _"I changed my name for a reason, you know."_

_ "Shouldn't have told him your real name in the first place."_ Tripp's voice was amused and faint.

_ "I didn't! He just... finds out. You know. Like he does."_

"Any insights, Finch?" Coulson asked, hoping to defuse the pending argument.

_ "It's certainly unique craftsmanship."_ There was a box in the upper right hand corner for the video from Finch's console, but it was dark. _"I can't say I've seen anything like it before. The parts I can recognize are some mixture of magnetic resonance array and computerized axial tomography. The vast array of diodes, which were probably meant to go over the head, appear to be an electroencephalography matrix, but the polarity..."_

"Wait, what?" Koenig suddenly interrupted.

"Thanks for saying it first. I'm lost too." Coulson nodded gratefully at his second.

"Uh, I'm not." Koenig glanced at his boss. "He's talking about an EEG, an MRI, and a CAT scanner all rolled into one. Fury tried to do something like that with the ultimate lie detector, only it didn't take."

"Oh." Coulson looked a little disappointed.

_ "All three of those are used to measure brain activity."_ Jemma Simmons voice could be heard, as equally faint as Tripp's. "_But how could he fit them all into that chair?"_

_ "Elements are also included in the ceiling and floor above and below the chair."_ Harold informed them. _"As far as I can tell, this chair is the point of this entire facility, or at least the parts that Miss Poots has shown me."_

_ "Seriously, how hard is it to say Skye?"_

"A brain-mapper." Coulson rubbed his chin. "Zola. Of course."

_"Sorry, director?"_

Coulson shook his head. "Arnim Zola. Head of Hydra's science division and part of Operation Paperclip after the war. Mastermind of Project Insight. He died back in the 1960's, but we recently discovered his brain, stored on a massive supercomputer. We couldn't figure out how he'd managed to map his brain, though." He nodded at the screen. "Mystery solved."

_"Only half a mystery." _ Harold insisted. _"There are many other elements to this device that I don't recognize. Among other things, the EEG is set up to go both ways."_

"Meaning what?"

"_An EEG maps electrical activity across the scalp, giving an impression of the electric synapses firing across the brain inside."_ Harold explained. "_This, though, seems also capable of electrically stimulating the scalp."_

"Yeesh." Coulson winced. "Why?"

_ "I fear there I'm lost."_ Harold admitted.

_"It would be... incredibly painful,"_ Jemma's voice began hesitantly, _"...but... the only reason I can theorize would be some flawed expectation that..."_

_ "Hold on. Mills just noticed movement outside." _Tripp's voice cut in, sharp, alert.

* * *

Skye's tablet fell to the floor with a clatter. Tripp's weapon was already out and pointed. Skye fumbled for her sidearm even as Simmons raised hers with disquieting smoothness.

Skye understood it had to do with all they'd been through (and the "self-defense" moves Tripp kept showing her), but it still kind of disturbed her how quickly sweet Jemma had taken to shooting people.

Not that there was much need to. Agents Glenanne and Mills were already coming up in the rear, weapons raised and hot.

The doors swung open and in walked Root.

"Hi." She smiled coyly at the guns pointed in her direction. "I'm here to see a man about a chair." Tilting her head, she caught sight of the upended tablet and waved. "Hey Harold."

* * *

"I mentioned I find Agent Root disturbing, right?" Koenig hissed. The camera had backed up now to give a full view of the bank vault and the chair within it.

"Yes, you did." Coulson answered distractedly, watching the screen. Root was examining the chair, while the rest of the team (minus Glennane and Mills, who had gone back to lookout duty), stood around her, watching with varying degrees of fear, hostility, or bewilderment. He reached up and touched his ear. "Anything, Agent Root?"

_"Nothing terribly new."_ Root's face had a strange expression as she turned from the chair, her fingers trailing over it. "_Harold was right, it's a brain mapper, and the Machine says Agent Simmons was about to make an astute suggestion about the additional functions."_

_ "W-well, it's just a theory, but I suppose, if you had a very flawed understanding of neuroscience, you might attempt to reverse the EEG by stimulating electric currents across the scalp to induce magnetic resonance within the brain." _ Simmons answered. Her face was wrinkled in disapproval.

Coulson frowned. "Would that work?"

_"Hah!"_ Simmons gave an incredulous look at the camera. _"Only in Auntie Tresbit's Book of Tales!"_

There was a momentary silence.

_"It's... it's this fairy tales collection, I read it when I was..."_ Jemma shook her head, flustered. "_Look, never mind. The point is, no, it wouldn't work. It's like trying to cause lightning by playing loud thunder sounds, or painting your skin brown in hopes of increasing your body's melanin count."_ She paused and considered for a moment. _"Well, all right, not quite like that, but you get an idea."_

_ "It's a little more intricate than that, I'm afraid." _ Root smiled at the younger scientist. _"Ordinarily you'd be right, but all these other delightful wires and blinking lights balance it out a bit more."_

"What's it supposed to do?" Coulson asked.

Root gave a little laugh. _"It was SUPPOSED to re-map a brain, like Jenny said. It gets a lot closer than she thought, but it's still miles from that. This could probably do little more than wipe a brain clean—leave it essentially hollow."_

Coulson nodded at Koenig. "Intel suggests that the Winter Soldier had very little personality and no memory." He noted. "Zola probably planned to map his brain onto someone else's." He reasoned. "But they couldn't get that to work, so instead they just used it to keep their Winter Soldier project as blank as possible."

_"Okay, since when are you the expert on medical machines?"_ Tripp was eyeing Root with open hostility.

_"That's the funny thing."_ Turning again, Root looked at the chair with an almost puzzled look. _"I'm not. I mean, I have enough medical know-how to torture someone effectively..."_

"Have I mentioned...?" Koenig started.

"Yes." Coulson waved.

_ "...but advanced medical equipment like this is nothing I've ever seen before."_ Root seemed equally oblivious to the stares the rest of the team was giving her. _"But for some reason, the Machine wanted me to see it, and for some reason it feels..."_ she reached a hand out and touched the metal of the chair, _"...familiar."_

"She... might have a 'thing' for machines, boss." Koenig warned.

Root's hand suddenly snapped back from the metal and she paused, listening. Then she swiveled around in place and marched for the door. _"I have to go."_ She announced.

_"Go? Go where?" _Skye asked.

_"Los Angeles. There's a basement there I need to break into."_ She turned suddenly to the team. "_She says you should come too."_

_ "Boss?"_

Coulson gave it a few moments' thought. "Leave Glenanne and Mills to secure the facility." He ordered. "The rest of you, follow Agent Root's lead. Agent Root, I don't suppose you have any more details you'd like to give us?"

Root was already walking out the door. "_We need to find a dollhouse."_

Koenig gave a woeful shake of his head.

* * *

**A/N:** I'm not sure I can express how excited I am about this crossover. This is the grand finale, the last installment of the Recruitment Drive series (at least by me). And unlike the others, this one has a definite plot that's not just about picking up the members of fandom X.

I'm aware Dollhouse is not the most popular fandom. I'd never watched it myself until this past year. So if you're a loyal follower just dropping in because you've been reading this series, and have no idea what "Dollhouse" even is, don't worry. Neither do Coulson and the gang. Everything will be explained in time. Think of it, in the meantime, as the final, comprehensive story. I've gotten a few pleas to actually WRITE a proper story with all the characters up against a single threat, and this is that story. So enjoy it!

Quick note on another fandom referenced here-the "wedding" Coulson and Koenig are talking about during the bank raid is the plot to "Much Ado About Nothing," which features Clark Gregg, Amy Acker, and a few other familiar Whedonites. Fans of Dollhouse will know the significance, the rest of you, just know that that bit will be significant. It was not just for laughs.

Also, please review! The RD series has been fun on its own terms, but I do love getting feedback from my readers, and I'm extremely anxious to hear what you have to say about this installment.


	2. False Felicity

**False Felicity**

* * *

Following Root's "lead" turned out to be a bewildering experience.

"You know, we could take the bus to wherever this dollhouse of yours is." Tripp said, conversationally, to her. "Or the subway. Or get one of the SUV's from the safehouse. There's lots of ways to get around LA without walking, is what I'm saying."

"Come now, Agent Tripp." Root answered, crossing the street behind a building contractor's truck and snagging a sledgehammer off the back of it, "Haven't you ever heard that the best way to know a city is to walk through all its streets?"

"No." Tripp frowned, dropping a wad of twenties into the same truck as he passed it. "In fact, I'm not even sure that's a saying. And even if it was, I'd like to re-iterate my desire not to walk every street in LA. I'm not sure if you're aware, but there're a lot of them."

"Well over 250." Root nodded absentmindedly, slinging the sledgehammer over her shoulder. "Not counting avenues and major thoroughfares."

"So you DO know." Tripp rolled his eyes. "I'd just like to point out that while I probably can walk that far, I'd rather not. And there are others in our party who might not have my endurance." He cast an anxious glance back at Jenna and Skye, toiling in the rear.

"Aren't you sweet." Root smiled at him. They passed by a set of laughing teenagers just heading into a hotel. Barely even pausing, Root snatched one of the backpacks they had left sitting by their car and continued walking. "But as it happens, we're nearly done. Just a few more blocks, and then we can get back on the subway."

Tripp, with equal speed and grace, stuffed a wad of bills into one of the other bags. "Is there any reason why we have to steal everything, and can't just get it from the SHIELD safehouse?" He asked.

Half-turning, Root raised an eyebrow at him. "You keep sledgehammers at your safehouses?"

"Well, no." Tripp admitted. "But we do have explosives, which serve just as well."

"And how do you know, Mr. Tripp?" Root questioned, stopping suddenly as a man stumbled and fell on the sidewalk before her, the contents of his box spilling over the pavement. "We might have some very delicate excavations that preclude the use of crude explosives." As Tripp was helping the man up, she scooped up several of the bags of flour he had sent flying.

"Do we?" Tripp asked, slipping a twenty into the man's pocket. "I mean, seriously, what do we need all this stuff for?"

Root shrugged as she palmed an ipod off a nearby table. "I have no idea." She confessed.

* * *

"Ma'am, you can't go in there, that's restricted, it..."

"FBI." Root, still carrying the sledgehammer over her shoulder, flashed a badge at the attendant. "Special Investigations. We're looking into a room on the 17th floor, see we're not disturbed." Brushing past the gaping man, she led the rest of the team into the elevator and pressed the button. "That went well." She commented, as the door closed.

"I still can't believe you actually were hired by the FBI." Skye muttered. "I mean, we all have fake badges, but you're the one whose badge is authentic? Did they miss the psycho part of your psyche?"

Root smiled at the girl. "I can do a really good impression of a sane person when I need to." She answered.

"Aaaaaaand it's more creepy." Skye shook her head.

The doors opened and the team got out. "What're we looking for?" Tripp asked.

"A closed office." Root answered, walking rapidly down the hallways. It had the appearance of once having been extremely plush, but it had obviously not been used in some time. "The business entrance is the only one they really left remotely accessible." Root drew up short in front of a house plant and a picture.

"Uh, Root? Skye glanced at the wall. "There's nothing here."

"No wait..." Tripp looked up and down the hallway. "...there should be. All the office doors are equidistant, but there's a strange gap here. There should be a door right here."

"Exactly." Root brought out the sledgehammer. "Tripp, dear, you're so marvelously more competent at these things than I am, would you mind?"

Tripp rolled his eyes and grabbed the hammer. "Stand back." He warned the girls, heaving it backwards. The ponderous hammer crashed into the wall, ripping through the wallpaper, and cracking a sturdy wooden door hidden beneath the plaster. A second blow applied to the door broke the lock, and the team filed into a dim office.

Like the rest of the floor, this room had clearly not been used in years. Dust lay everywhere, plastic plants were tipped over, the windows that lined the far wall were so grimy they could hardly be seen through. A party of rats scurried for cover as the team looked around the room.

"Don't these places have exterminators?" Skye raised an eyebrow at the rats.

"They wouldn't send exterminators here." Root began to walk about the room in a lazy, dreamlike state. "This place doesn't exist."

Tripp wiped clear a portion of the windows and glanced outside. "I've been in a lot of places that 'didn't exist.'" He noted. "A big expensive view like this is not a desirable feature. It's the sort of real estate that attracts attention. Skye?"

"Already on it." Skye was on her phone, tapping out commands. "Hm. No immediate results. That's odd. Okay, let's try..."

"My word!" Simmons was going through the desk's drawers. "These are from the Rossum corporation!" She groaned at the blank looks the others were giving her. "Seriously? A pioneer in the neurological sciences? Practically cured Alzheimers, Parkinsons?"

"Wait..." Tripp had a contemplative look on his face. "I think I do remember that. Collapsed about four years ago, right?"

Skye sent him a look. "Since when are you up-to-date on the neurological businesses?"

"Since I spent about a month searching through deserted facilities and questioning bewildered executives about it." Tripp answered. "SHIELD went crazy when they collapsed. Lot of noise upstairs. Not sure what it was all about. They sent all sorts of agents after every conceivable lead."

"Find anything?"

Tripp shook his head. "Not really."

Skye looked around the office. "Well, if nothing else, a hidden office indicates they were up to something at some point."

"Not just a hidden office." Root was standing in front of a wallpapered section of the wall. "Tripp, dear, could you use your marvelous sledgehammering skills again?"

Tripp rolled his eyes again, but picked up the hammer, walked over, and swung it at the wall. This time, though, the hammer bounced back quickly, nearly hitting Tripp. The ripped wallpaper revealed close-packed cement blocks just beyond the facade.

Tripp looked at Root. "Nothing false about this wall."

"False, no, new and out-of-place, yes." Root returned. "Notice the lack of mortar between the bricks. Besides, office buildings only have cement blocks like this on the outside. Up here, it should all be drywall."

"Who boards up a place with cinder blocks?" Skye asked.

"And how is Tripp supposed to smash through those?" Simmons insisted.

"He doesn't have to smash through them, dear." Root sent the bio-chemist a patronizing look. "There's no mortar. Just knock a few out, preferably on top, and we can haul the remaining ones out by hand."

"By 'we,' you mean 'me,' don't you." Tripp eyed the hacker glumly.

Root just shrugged and smiled. "Well, if you _want _to make a couple of ladies work their fingers to the bone moving cement blocks..."

Tripp sighed as he hefted the hammer again. "I KNEW we should have brought explosives."

* * *

"Two of the four blue numbers are in New York City, the other two are in Arizona." Koenig reported, handing Coulon the file. "Agent May is prepping the jet."

"Good." Coulson said, tucking the folders under his arm. "Can't wait to see what new people we're getting. Still, hope this is the last... we've got about as much as we can take right now."

"It... should be interesting to see what you think of them, sir." Koenig agreed. "By the way, the Noir team has gotten some possible Maggia accounts out of Solohob. We're investigating them now."

"What about the grab he mentioned... Bauer?"

Koenig shook his head. "He clammed up on that, sir. And there's nothing in international politics that fits."

Coulson nodded. "Reach out to Walker. She has CIA connections, she may be able to help us out with that."

Koenig nodded again. "One last thing: Skye said to tell you that apparently a rocket has launched off from a town called Danville..."

"Skye's still trying to get me to recruit those ten-year old prodigies." Coulson rolled his eyes, heading for the door. "Tell her my answer's still no."

* * *

"Why would you have a secret elevator in a secret office?" Skye grumbled, as the team rappelled down a disturbingly long shaft. The rappel gear had come from the students' knapsack, who had apparently been carrying the climbing gear for the others.

"Layers of security." Tripp answered, far in the lead of the others. "You find the first secret base, you think you've found the secret. You don't always look for the second. SHIELD does it all the time."

"In any case, aren't you glad you didn't bring your explosives, Mr. Tripp? Root called. She was ahead of Skye, but still far behind Tripp. "You might have damaged some of the electronics in that elevator up there."

Tripp just grunted. "For all the good that will do. The power was pretty thoroughly cut."

"If we can restore power, though, we're going to be glad it's there." Skye pointed out. "This is not a climb I want to make more than I have to. Plus, depending on what's down there, SHIELD might be able to use a new safehouse."

"Assuming there aren't explosions set to go off below us." Simmons , far in the back, and having difficulty with her harness, pointed out, in a somewhat peeved tone.

"Speaking of which... hold on." Grabbing one of the sacks of flour tied to his belt, Tripp sprinkled some in the air, revealing some gleaming red lines in the shaft. Frowning, he swung to the side. "Alright, but hold on while I defuse the devices."

The others stopped, grateful for the rest. "How far does this go down, anyway?" Skye groaned. "We've got to be practically beneath the building by now."

"We are." Root answered, touching her ear with a frown. "I'm having some difficulty hearing Her. The ground is blocking transmissions."

"I think I can see the bottom." Tripp called out, defusing the last laser. "Shouldn't be too much further from here."

Simmons sighed gratefully. "Thank god."

"Any ideas as to what's at the bottom?" Skye asked. "Aliens? Nuclear missiles?"

A chuckle drifted up to them from Tripp. "Trust me, nuclear missile silos are _loads _harder to break into." Tripp swung away from the side. "All right. We're good. Carry on."

Ten more minutes and three laser-traps later, the team touched down at the bottom, next to a pair of sliding metal doors.

"What, no cinder blocks?" Skye deadpanned.

"Probably thought it was irrelevant, after the whole shaft business." Tripp pointed out. Gripping the crack between the doors, he pushed and slid them apart. "Now, let's see what all the fuss is about..."

His voice died away. They were standing on a balcony, overlooking a wide interior courtyard, housing what must have once been a modest garden and set of pools. Hardwood floors disappeared under elegantly curving balconies with large glass panes.

"What the hell?" Tripp breathed.

Root and the others filed in after him. "Ooookay." Skye glanced around. "I'm not sure what I was expecting, but this was not it."

"Boys and girls..." Root answered, a victorious smirk on her lips, "...welcome to the Dollhouse."

* * *

"Sounds like a prize." Coulson nodded at the screen of his tablet. On it was a poorly-rendered gaming avatar, on the backdrop of a bizarre world. "Make sure you tell the team to go over that place thoroughly. Fury was interested in them for some reason, there has to be something there." Tapping the screen, he closed the video game and turned to the other occupant of the limo. "Thanks for picking me up." He said, taking off his earphones.

"It was on our way," shrugged Zoe Morgan. She nodded at the tablet. "Anything I should know about?"

Coulson laughed and rubbed the back of his neck. "Skye's idea. We communicate through online chat in an obsolete MMO. There's no record kept of the conversations, and no one monitors it because barely anyone plays Uru anymore."

Zoe gave a slow blink. "I meant what you were talking about with Los Angeles." She clarified.

Coulson looked thoughtful for a moment. "Do you remember the Rossum corporation?" He asked.

"The neurological firm?" Zoe arched an eyebrow. "Certainly. They had a firm here in New York. Several of their executives were clients of mine." She sent Coulson a significant look. "I distinctly remember having to rescue some of them from your agents when your organization had its little witch hunt, following the Tucson explosion."

"Mmm." Coulson nodded pensively. "There was a lot of pressure from Fury and Pierce both after that incident. They scrambled all our resources looking into Rossum's assets."

"Which turned up nothing, as I recall." Zoe answered.

"Apparently, because we still didn't look hard enough." Coulson leaned back. "A team we sent to Los Angeles just stumbled across an abandoned secret underground facility of theirs, complete with computer room, barracks, and armory."

Zoe's eyes widened ever so slightly. "I see what you meant by a prize." She noted. "Should you really be telling me that, though?"

Coulson shrugged and smiled. "I feel you and Mr. Reese have more than proven yourselves, certainly in terms of helping us keep an eye on the New York area."

"About that." Zoe's gaze drifted toward her suitcase. "Have you looked into that lead I gave you at all?"

"The School for the Gifted in Washington Heights?" Coulson's brow furrowed. "Yes, though I can't say I have much hopes for it. I find it hard to believe that an entire community of 'Gifted' could be in the middle of New York, right under SHIELD's nose. Although..." he considered. "...we're now finding there was a whole magical community. And there was the whole Hydra thing."

Zoe smirked. "SHIELD's former track record isn't looking so good right now, is it?"

"When you consider how many threats we DID know about, and how many we DID stop, it's actually a lot more impressive than you think." Coulson answered defensively. "There are lots of secret societies and communities in the world, and SHIELD had their fingers in virtually every one." He sighed. "It's just... the few we completely missed turned out to be hugely significant."

"What are you in New York for anyway, Coulson?" Zoe asked.

Coulson frowned at the papers. "Another recruitment. Thought we were over with them, but we got a few more names. I'm having trouble making sense of them, though... the one is a delusional ex-FBI agent who never closed a case in his career and was finally discharged after shooting an innocent bystander. The other is a former online blooger/animal rights activist now working as a yoga instructor."

Zoe arched an eyebrow. "Sounds like SHIELD's scraping the bottom of the barrel."

"I'll admit I didn't think we were this low yet." Coulson admitted, folding the file and putting it away. "I may need to talk to Root."

"And... the Washington Heights school?" Zoe reminded him. "They snatched up that Worthington kid you were so interested in. That's got to mean something."

"We've got people looking into it." Coulson promised.

* * *

"Dr. House, we are not interested in a medical examiner." The bald headmaster informed the man seated across the desk.

House snorted. "Well, that's interesting, because you most definitely need a medical examiner."

"I disagree."

"You don't have a medical examiner listed on your staff directory." House argued. "You've got a school full to bursting of unusually athletic teenagers with raging hormones. Who's going to look after the sprained ankles, the concussions, the STD's?"

"The matter is well in hand." The headmaster repeated. "One of the members of our staff, a Dr. McCoy, serves as a medical examiner."

"Oh. Your professor of biology, chemistry, and genetics." House twirled his cane derisively. "He must be very industrious, to be able to handle medical examining on top of all that."

"Our school counselor, Ms. Grey, attends him with meeting the needs of the student body." The headmaster continued.

"Yes, I saw the picture. Quite a 'student body.'" House leered at the man. "Can't be more than a year out of med school, but I suppose that doesn't make much difference when you've got boobs like those." He frowned and tilted his head as if an idea had just occurred to him. "If I had boobs, would you hire me? I guess I'm maybe a little old for you—you seem to go more for the thirty-and-under crowd, given 90% of the 'faculty' here."

"Dr. House..." The headmaster was slowly turning a shade of purple.

"Bet you just love being the only old man in a big mansion full of sexy teenagers screwing each other, don't you?" House continued, interrupting the man. "I mean, I'll be honest, that's half the reason_ I_ applied. I'll bet this place is just one big happy love mansion, everyone sleeping with everyone, isn't it? Tell me, what do you think Ms. Grey is most 'gifted' at in terms of 'attending' to the 'needs' of the 'student body?'"

The bald man exchanged a look with the collosal teacher looming beside him.

* * *

"Well, I think that went pretty well." House smirked as he walked off the school grounds. "I could get used to this spy stuff."

"Dr. House, you could NOT have handled that worse." The tiny voice in his ear asserted wearily.

"I could have pulled a gun on him the second I walked in." House pointed out. "_That _would have been worse."

"You got thrown out in five minutes."

"Ten. I got thrown out of the administrator's office in five. During the other five, I was free to observe the students." House answered smugly, walking toward the dark car parked at the entrance to the school. "At least three were suffering from third-degree burns, several were sporting bruises in places you don't get from wrestling, and one was wearing sunglasses indoors."

"Which proves?"

"Either Mr. Bald-and-handicapped is somehow abusing his younger and more capable students, or there's more going on at that school than appears."

"Brilliant detective work."

House rolled his eyes as he popped open the door to the van. "So you think you can do better?" He demanded.

"Let's take the car around once and I'll show you." Gideon answered, coming from the back to sit in the driver's seat. "They'll be too suspicious if I go right in after you."

* * *

"The armory, med center, and barracks I get... secret office equals secret conspiracy and all." Skye noted, as she and Tripp picked through a trashed room. "But what the heck is up with those beds-in-the-floor? And the wardrobe upstairs? Was this a secret society of evil movie actors?"

"We _are_ in California." Tripp grinned.

Skye punched him in the shoulder.

"This was the security office." Tripp observed, glancing around the room. "There's a gun rack against the opposite wall, and a bank of monitors used for security cameras."

"A bank of severely destroyed monitors." Skye snorted, picking her way over a cracked screen lying on the floor. "Someone trashed it but good." Taking up one of the computers, she poked around inside and shook her head. "Can't even retrieve these hard drives. They were systematically destroyed by someone who REALLY knew what he was doing."

"And there's the bullet holes." Tripp thumbed a finger inside a hole in the far wall. "Perhaps whoever was doing the shooting destroyed the computers? Or they destroyed the computers to protect the information from whoever was shooting?"

"Whatever it was, I can't do anything from here." Skye answered, setting the computer down and moving away. "They made sure to wreck this place thoroughly."

"That they did." Tripp agreed. Suddenly he frowned. "Hullo..." bending suddenly, he picked a magnet off one of the computers. "What're you doing here?"

"What is it?" Skye aksed.

Tripp dug a fingernail under the cover of the magnet and prised it off. "Huh." He turned it toward Skye showing the intricate circuitry inside. "Bleeding-edge SHIELD computer bug. Attach it onto the side and it reads all the electronic information that passes through."

"Seriously? Cool." Skye took the magnet and looked it over. "What does it do with the information?"

Tripp shrugged. "There's not much storage space. It has to be regularly replaced, or the drive fills up. After that, it cycles through the most recent intel, replacing the oldest data with whatever it's currently recording."

"Huh." Skye raised an eyebrow. "Nifty. "But if this is a SHIELD gadget..."

"There must have been a SHIELD agent here." Tripp concluded. "And for equipment like this, a pretty high-placed one, too."

Skye frowned as something occurred to her. "Or a Hydra agent. After all, there was nothing about this place in the Toolbox, right?"

"So far as I know." Tripp shrugged. "I guess it's possible. But if it was Hydra, why'd they leave?"

There was a knock at the door and both looked up to see Jenna. "It's Root." She said, breathlessly. "You... ah... it... There's something you should see."

* * *

The room was crowded without being cluttered, and full without being close. There was ample room for the entire team to cluster in and stare at the item in the center.

A chair.

It was fairly obviously a chair, much like what you would see in a dentist's office, designed to lean back and rest on a pedestal just behind it. What made it notable was that it was the only item of furniture in the room, and had hundreds of cables running toward it. It was also, very noticeably, completely wrecked. Both arms had been cracked off its sides, and the headrest had been broken off completely. The pedestal, whatever it had been once used for, was half-smashed, and barely more than a mass of twisted, half-melted metal.

The rest of the room matched the chair. It was easily the most thoroughly destroyed portion of the facility. The computer monitors that hung from the wall were utterly shattered, hanging from their twisted cables like limp puppets. The bank of computers lining the opposite walls, like the pedestal they were connected to, were misshapen mounds of metal and plastic.

"So... clearly they didn't want anyone finding out what this place was for." Skye frowned around the room. "Any idea what's up with the chair?"

"No idea." Simmons shrugged. "I imagine it has something to do with the pedestal, but she..." a nod at Root, who was circling the chair with a very intense expression, "...won't let me near it."

Tripp glowered at the woman, who appeared utterly oblivious to their presence. "Why? What's up with her?"

"Again, I haven't the foggiest notion." Simmons threw up her hands helplessly in the air. "She came up here and found it, and went very still. Then she started pacing around it and poking into all sorts of crevices. I keep asking her what's wrong, but she won't reply."

"This is... just a guess." Skye said, holding up her hands. "But it occurs to me that we got started on this whole thing when we found that weird chair in the bank. Any chance the two are connected?"

Simmons' eyes went a little distant as she appeared to think it over. "The technology is obviously much more advanced, but I suppose it's possible. The chair itself doesn't have anything that would support it, but perhaps the pedestal..." She stepped forward.

Root's hand shot out, a gun clutched firmly in its fist.

Tripp moved faster than any of them could follow. The gun had barely come up before he'd whipped in front of Simmons, knocking the pistol away and grabbing Root by the wrist. Jerking her away from the chair, he whirled her around and twisted the arm behind her back. "Don't ever point a weapon at her." He gritted, through clenched teeth.

"Let me go, you ignorant thug-monkey!" Root shouted, struggling with uncharacteristic vehemence. "And get away from the chair!"

"Why?" Tripp demanded. "What the hell is so important about the chair?"

Root, unexpectedly, crumpled at this simple demand. "I don't know." She said softly, sagging in Tripp's grip. "I have no idea."

* * *

"Mr. Gideon, we are not hiring a psychology teacher."

"I understand that." Gideon smiled warmly. "I'm not so stupid as to come up and apply for a position you don't have."

"Then what are you here for?" The same bald headmaster looked at him wearily.

"Just as a concerned neighbor." Gideon answered. "I'm a house guest at the Fergusons'... you know them? They live across the way."

"Quite so." The headmaster nodded in reply. "Very pleasant people."

"I'll tell them you said so." Gideon nodded. "In any case, I am a clinical psychologist, Mr. Xavier, and I took something of a... personal interest in your school. The students don't seem to ever actually go outside. Don't you feel they could use a little more exposure?"

"Dr. Gideon, at Xavier's, we do not seek to conquer the world. Change, perhaps, but only through gentle example. For that, my students get all the exposure they require." Xavier assured him, waving a hand. "More than necessary. "

Gideon _hmmmed _a little noncommittedly. "It just... worries me." He answered. "Children at such a young, impressionable age, spending so much time in an isolated school. A field trip, perhaps, of some kind or another."

Xavier seemed to consider this. "I prefer to think of the school as remote more than isolated, but it is an idea, certainly." He agreed. "I shall bring it up at the next board meeting."

"Splendid." Gideon chuckled. "I'm sorry for the presumption, it just had rather worried me. I work with children a lot, so you can understand my concern."

"Of course." Xavier's smile did not quite reach his eyes.

"I also have a personal interest—I have a son of my own, who has been doing unusually well in school lately, and I've given thought to enrolling him at a school like this. May I ask what sort of school this is?" Gideon inquired mildly.

"Surely that is self-evident." Xavier spread his hands. "It is a school for the gifted, as it says on the sign."

"Gifted is such an inexact term." Gideon gave a pensive frown. "I am gifted in psychology, you are gifted in managing a school, what, exactly, are the children here gifted in?"

"Everything you could imagine." Xavier smiled. "As your son has no doubt showed you, most children have yet to develop a specialty, but are nonetheless showing a remarkable aptitude for schooling in general. Our task is to provide an outlet for that aptitude, and eventually to help them find their focus. We emphasize the student, Dr. Gideon, not the role the world wishes them to fill."

"Indeed, indeed." Gideon leaned forward a little and folded his hands on the desk. "And the, ah, elder grades? I understand you have high-schoolers and even college-age students enrolled here."

Xavier's smile became a touch more guarded. "By their request. Those are particularly unusual cases, where the students have continued to excel in all areas, and so enrollment in a traditional 'specialized' institution would be limiting."

"That is impressive." Gideon admitted, chewing his lip. "You must have some very talented faculty."

"We do." Xavier's smile remained watchful. "Intelligent, respectable, law-abiding experts in all sorts of fields."

"I must confess..." Gideon produced a flier from his pocket and began to leaf through it, "...it's surprising that, gifted as they are, I've never run across their names in scholarship. Although..." He gave Xavier a fatherly smile. "...I suppose I'm hardly an art critic, so my not knowing Dr. Logan is hardly surprising. But the psychology professor you have on staff... Dr. Grey? I can't say I'm familiar with her work."

"Dr. Grey prefers practical experience to published articles." Xavier answered. "She would rather work with students than contribute to scholarship." He motioned to the huge man standing by his chair. "Mr. Gideon, while this interview has been a delight, I'm afraid I must leave—I have an English drama class to oversee."

"Of course." Gideon rose and, with another smile, gripped the man's hand. "Thank you for indulging an old man's presumption. Perhaps I'll be in touch with you about my son?"

Xavier seemed to consider this. "We're not a large institution. I would need to personally examine him." He warned. "But certainly. Feel free to contact me."

* * *

"We need to contact the director." Gideon said, as he dropped into the car.

"Look who's so confident." House sneered at him. "I don't see that you learned anything terribly productive. You do know he was lying to you the entire time, right?"

"Yes." Gideon answered mildly. "That was fairly transparent. But what was interesting was the way he was lying. All of his replies, from beginning to end, were carefully constructed to divert attention from what we were specifically looking for. He did not become more or less suspicious, or more or less nervous, and he always targeted his replies to emphasize that the school was not a threat." Gideon looked at House. "He knew who we were, and what we were there for."

"Well, of course he knew who YOU were." House snorted. "You're a lousy spy."

"The first thing he said," Gideon continued, ignoring the doctor. "He knew we were working together. He thought I'd try the same cover as you."

House gave this some thought. "Well, we were pretty much the only ones Coulson told about this, since he thought it was a wild goose chase." He considered. "And I know I'm not a spy, and you're not clever enough to backstab a slug. So that means..." His eyes met Gideon's.

"Psychics are still considered unverified." Gideon pointed out. "As a mutation, anyway."

"Time to update the registry, then." House smirked as he gunned the car.

* * *

"Impossible." Jenna shook her head. She stood up from her study of the pedestal. "It's absolutely impossible to make anything of this. It's like they melted it with hydrochloric acid and then set off a phosphate charge in the room."

Tripp nodded. "About what I expected." Turning to Root, he raised his eyebrows. "You're sure there's nothing you can tell us about this?"

"Nothing." Root's lips were tight, her brow was a thin line as she glared at the chair. "It... I can't remember a single thing about it. It just seems... oddly familiar... like something I've seen in a dream."

"Isn't the Machine giving you any information?" Skye asked.

Root shivered and pressed her hands to her ears. "No." She answered. "I can't hear her, this far down. The transmissions are utterly blocked. I don't know why... she should have foreseen this, she should have warned me this was coming."

"What? The transmission cut-off?"

"All of this!" Root practically shouted, waving her hands at the room. "This whole place, it... it feels like I'm walking in my head! Like it's a recurring dream, the sort you completely forget until you have it again! The... the garden, and the med-bay, and that blasted CHAIR!" She jabbed a finger with such fury that Simmons moved a step away from the object. "It's like a beacon, burning white-hot in my mind, but I can't tell what or how or why!" Her wild gaze shifted to Simmons. "Tell me what it is!"

"I don't know!" Simmons practically wailed. "I'm absolute rubbish at wires and gears and things! We need Fitz!"

"Fitz isn't here." Tripp said quietly. "And wishing he was isn't going to do anything about it. He's gone."

"Not 'gone.'" Simmons whispered, glaring at Tripp with such fury that he looked away. "Never."

"No." Despite all the shouting, Skye had a mischievious little glint to her eye. "But I think I know where we can find a replacement."

The others looked at her uncomprehendingly.

"Ever hear of a town called Danville?"

* * *

The Ballards were back from their romantic evening. Early.

"I don't know what you want from me!" Caroline insisted.

"How about a little honesty?" Paul asked, slamming his car door. "Or at least more creative lying?"

"Baby, I'm not hiding anything from you!" Caroline's face was twisted in pain, she stared at her husband in distress. "I don't even know what you think I'm lying about!"

"I don't either, but..." Paul shook his head and looked away. "They taught us stuff about how to spot liars in the FBI, you know? And you're lying. About something."

Caroline let out a sobbing laugh. "Seriously? 'About something?' That's the best you can do, Paul?"

"I can do a little better, if you want." Paul shot back, storming up the walk to the house. "What were you up to all those years? Where'd you learn to speak all those languages? Why won't you share your secrets with me?"

"Oh, you want to talk about secrets?" Caroline stalked after him, straight up to the door. "You want to talk about them, Paul? How about these dreams you keep having? Where you wake up in a sweat, or crying, or screaming? Why won't you tell me what that's all about, huh?"

"I told you!" Paul shouted back, fumbling for the keys. "I don't remember my dreams. Never have."

"Who's 'Millie,' Paul?" Caroline asked, on the verge of tears. "Who's 'Echo?'"

"You tell me," Paul answered savagely, swinging the door open. "You're the only one who's ever mentioned them, and only when you want to change the subject. For all I know, you're just making them..."

Suddenly Paul's eyes widened. Pushing Caroline behind him, he drew his pistol from his coat and pointed it at the balding, middle-aged man sitting in a chair in the living room.

The man's eyes were opened rather wide, and he was staring at the two of them in an embarressed fashion. "Ah... sorry." He said, spreading his hands. "Look, clearly this is a bad time, and the two of you have a lot to talk about, so I'll just leave and..."

Letting loose a primal scream, Caroline pushed Paul out of the way and leapt at the man. He dove left just in time, and her kick landed dead center in the middle of the couch. Whirling around, she caught him in the act of drawing a gun from his jacket and kicked it away into the darkness, where it slid under a desk. The man grabbed her ankle, but she dropped to one knee, kneeing him firmly in the solar plexus. He gasped and doubled over in pain.

There was shouting in the back room. Caroline stood, just in time to block a kick from a furious-looking asian woman. A flurry of punches followed, which Caroline dodged away from with lightning speed. Catching the glint of a gun barrel in the dark, she back-flipped over the recliner and knocked a strange gun away from a silver-haired man. She traded a few blows with him, but without warning he leapt away, and suddenly the recliner came crashing on top of her.

The asian woman was there, breathing hard, eyes burning. "Get up." She ground out. "Please. I'm not nearly done yet."

Caroline gritted her teeth and gathered her feet under the recliner. A furious push, and she sent it crashing back onto the asian, who caught it, but still went down.

The silver-haired man was back, shooting blinding jabs at her face and chest. She blocked, grappled, and dodged. A left hook came sailing at her face and she grabbed the hand, ducking under the blow and flipping the man over her back. She turned just in time to see him turn the fall into a roll.

The asian woman was getting back up, and a heavy table lamp was in her hand. The silver-haired man was slowly getting up to his feet, a knife suddenly appearing in his palm. Caroline gritted her teeth and grabbed at the floor lamp behind her.

"Carrie?"

The simple word shocked her out of the reddened haze she was in. Off in the darkness stood Paul, backed against the wall, staring at her with a mixture of awe and fear.

Caroline's eyes went wide. The floor lamp crashed on the carpet. "Paul... I... I..." She swallowed. "You weren't supposed to find out." She said, tearfully. "You weren't supposed to remember."

With a great leap, she backflipped, crashing through the studio window behind her. The asian woman and silver-haired man ran to the window just in time to see the car speeding away.

A cough interrupted them. Coulson was clambering to his feet, in obvious pain.

"Okay." He managed to say. "That was a bit more complicated than I thought."

* * *

**A/N: **I have to echo (heh) Coulson's comment here. This chapter grew in complexity as I got new and more interesting ideas for subsequent chapters. Initially, this was going to be a fairly straightforward crossover, no parts for either Phineas and Ferb or the X-men. As it turns out, both will be important in the upcoming plot, though still very subordinate to the main "Dollhouse" plot going on here. I have some really fun ideas for how to bring everything together.

Please review! I'm trying a new writing process, which has benefits and drawbacks, and I'm interested to hear what you all think of the revelations this chapter and where the story is headed overall. Next chapter will start to make it a bit more clear what is going on and where this story fits in the Dollhouse timeline (though fans can probably guess already.)


	3. Brainy Betty

**Brainy Betty**

* * *

"So, you married a killer-psycho-martial-arts expert." Coulson turned to Paul Ballard. "It happens. How'd that sort of thing escape our profiles? We have very thorough profiles."

Ballard, head in hands, did not reply.

"Well, it must have been quite extensive." Coulson shrugged, turning away. "Mr. Reese used to be part of CIA wetworks, and Agent May is extraordinarily capable. I don't suppose you were the one who taught your wife to fight like that?"

There was just the slightest shake of Ballard's head.

Coulson let out a sigh. "Okay. Well, on the bright side, I now know why we were given your names. So that mystery's solved. It just... leaves us with a much bigger, kung-fu wielding, pinpoint-shooting mystery." He studied the smashed window with a frown. "Did she... like... run with some environmental terrorists who specialized in commando techniques?"

"No..." Paul managed. "It was her and a group of maybe four others... they were just bloggers, looking to expose Rossum's animal experimentation... typical stupid college stuff."

"Rossum?" Coulson looked at him sharply. "Wait, you were stationed in Los Angeles, right?"

"Yes." Paul nodded, starting to look up. "I was tasked with investigating an urban legend... the so-called Dollhouse."

Coulson blinked at him.

Paul gave a shamefaced grin. "I think my superiors had finally given up on me solving a case, and just gave me one they knew wasn't going anywhere."

"Possibly." Coulson nodded slowly. "Or possibly not."

There was a rap on the door and Zoe poked her head in. "Time to go, boys." She said. "The authorities are on their way, and not the NYPD."

"Decima." Coulson frowned, standing. "Very well, time to disappear. Zoe, would it be possible to finalize the Castles' withdrawal from New York?"

Zoe looked a little bothered by the suggestion, but she nodded. "We're nearly at the point. Finch funneled all the funds through a charity front, and they've been 'donating' the most important of their household belongings for a month now. John and I can pick them up anytime."

"Do it now. I have a feeling we've attracted some unwelcome attention. Could bring heat down on a lot of heads." Coulson gestured to May. "Let's get to the airport. By the time they arrive here, I want to be in the air."

"Arizona, sir?" May tilted her head.

"No." Coulson looked at the ex-FBI agent, who was looking from one to the other questioningly. "Los Angeles. And we're bringing Mr. Ballard with us."

* * *

"Wow, Ferb!" The redheaded boy stared off into the sky. "Guess we shouldn't have added jet rockets to the aquarium, huh?"

The wall-eyed ten-year old next to him blinked thoughtfully at the smoking crater in the middle of the yard.

"Oh yeah, that." The redhead pulled out a remote and pressed a button. Instantly the ground rose up and fresh grass sprouted over it. "Good thing we did that lawn re-seeder earlier today."

"You!" Their sister's strident voice rang over the fence. "Random people on the street! You have cameras! Come and bust my brothers!"

"Um, actually, we're here to..."

"Ah-ha!" The fence door to the backyard swung open. "I've got you! You guys are so... so..." Their teenaged sister took in the appearance of the lawn and its lack of a rocket-powered aquarium, or anything resembling a rocket-powered aquarium, and sighed. "Of course."

"Oh hey!" The red-head's eyes lit up. "The city gas inspector!"

"Hey!" Skye gave a little wave back. "Phineas, right? and Ferb?"

"City gas inspector?" The brunette next to Skye asked.

"Long story. Some other time." Skye muttered back. "Hey, you guys busy?"

"Well, we were building a rocket-powered aquarium, but that seems to have flown off." Phineas shrugged. "And our folks are gone for the week at some antiquing convention, so..."

"...I'm in charge!" Their sister insisted.

"...I was going to say we're not busy, but yeah, that too." Phineas nodded.

"That is oddly convenient." Skye frowned. "We had a whole cover story set up with a summer camp."

"Yeah." Phineas grinned. "Stuff like that happens here." Something bumped his knee and he looked down. "Oh, there you are Perry!"

"Skye, are you sure this is a good idea?" The dark skinned man was staring at the platypus with a combination of horror and fascination.

"Oh hey," Something occured to Phineas. "Sorry about trashing your SUV last time you were here."

"Eh." Skye shrugged. "You turned it into a mecha-transformer, so... it's all good."

"No, you don't get it!" Phineas insisted. He pressed another button on the remote. "Ferb and I felt so bad about it, we built you a new one!"

The four adults blinked at the gleaming black vehicle that rose out of a previously invisible trapdoor.

"We installed a few upgrades, of course." Phineas shrugged. "Missile launchers, machine guns, karaoke machines... and rocket engines."

Skye turned to the others triumphantly. "See? Told you." She turned back to the boys. "Wanna take a trip to Los Angeles?"

* * *

_"Walker sent a message back" _Koenig said from the screen. "_She knows something about the Bauer reference, but she wants to meet in person." _

"Set up a meet." Coulson answered. "The WWII monument, say. I've got a feeling I'm going to be dropping in on Red sometime soon anyway, might as well hit two snitches with one stone."

Koenig blinked at him. _"That's... not how that..."_

"What about the Maggia accounts?" Coulson interrupted him.

_"They've been funnelling all sorts of resources to a facility in_ _Dubai._" Koenig answered, consulting something to his left. "_Not sure what, but a lot of funds moving in and out. __The Hoxhas gang is connected to it too."_

"Send Mills with a team to investigate," Coulson answered.

_"What about the Washington Heights school?"_

"Have Finch dig into their records and see what he can find. For the time being, we're going to have to shelve that investigation, but place the school under surveillance." Coulson ordered. "And send Zoe Morgan a thank-you package for the tip."

_"Yes sir."_

The image faded and Coulson turned to the man sitting across from him. "I'm sorry. You were talking about your dismissal?"  
"I was starting to get a little desperate." Paul told him. "The Dollhouse case was going nowhere, and I could tell it was my last chance to make something stick. Caroline was my only lead, and there was nothing about her in the FBI database."

Coulson nodded to show he was listening.

"Then there was this... freak coincidence." Paul shook his head wearily. "I went out to a restaurant and bumped into her. I followed her, tried to talk to her. She tried to run. We fought."

"And she kicked your ass?" Coulson raised his eyebrows.

"She didn't do any of... what she was doing this evening." Paul protested. "She just hit me with pepper spray and turned to run. I was desperate. I pulled out my gun and fired."

"You what?" Coulson blinked.

Paul winced. "I was half-crazy at this point. I told myself I was shooting at her leg, but the pepper spray had nearly blinded me." He shook his head. "I could have killed her." A sigh. "Instead, I shot a completely innocent bystander, just coming out of the restaurant to check on the noise."

Coulson didn't say anything.

"Well." Paul shrugged. "Caroline got away, thank God. I turned in my badge the next day. A month or so later, I left Los Angeles, came to New York."

Coulson nodded. "And you found Caroline?"

"More like she found me." A glimmer of a smile lit up Paul's face. "Just... showed up on my front step three years ago. Apparently she'd thought Rossum had sent me after her, but after the company collapsed she'd learned otherwise." He shrugged. "She offered to clear my name with the bureau and everything, but..." A weary wave of the hand. "It's not like the truth was any better. So she offered to take me out to dinner instead." Another smile, and a shake of the head "You ever meet someone that... you just instantly connect with? Like you've known them for years? I thought... " He heaved a sigh. "...well, 'soulmate' sounds a little cheesy but... the One, you know?"

"And? What about now?" Coulson raised his eyebrows.

Ballard's head sank back into his hands. "Now... I don't know what to think."

* * *

"Oh, it's a mental imprinter!" Phineas clambered down off the seat. "Cool! Ferb and I built one of these last summer."

Skye blinked at the two pint-sized children, who were poking into all sorts of crevices in the chair. "You what?"

"Well, technically more a mental-transferral device." Phineas grinned, starting to pick through the pedestal. "It was supposed to be a teleporter so we could vacation on another planet, but that turned out to be a con by some alien criminals. Fortunately our sister learned that you could control the aliens through square-dancing..."

"This is truly bizarre." Simmons whispered, staring at the children. "I mean, I know that's what I joined SHIELD for, but this is utterly, truly bizarre."

"What happened to your model?" Skye asked.

Phineas shrugged, head deep in the melted remains of the pedestal. "I dunno. It disappeared. Like all our stuff does."

Root was circling the chair and children. "So you can fix it?"

"Oh yeah!" Phineas grinned, head popping back out. "We'll just need a few parts first."

"Let us know what you need, and we'll get them." Tripp assured them.

"Thanks, but Ferb placed an order about an hour ago!" Phineas looked up as the elevator (newly powered, and with upgrades installed by the duo on their way down) dinged happily. "Ah! That should be them now!"

Director Coulson stepped out of the elevator, flanked by May. Root saw the man just standing behind them and suddenly went very still.

Coulson saw the children and... also went very still.

"What." He asked, slowly and quietly, "Are they doing here?"

* * *

"Oh, there's our supplies!" Phineas grinned amiably at the dour-faced delivery man. "Just bring those right this way, toward the glass room, please." He gestured at the computer room.

The delivery man eyed him quizzicly. "Aren't you a little young to be receiving neurological scanning components?"

"Yes." Phineas nodded. "Yes, I am."

After a few seconds thought, the delivery man shrugged. "Fair enough."

"It's surreal." Coulson whispered, staring at the scene. "We'd need thirteen fake identities just to get some of the stuff on that cart. How does he do that?"

"The real question is how he got cell reception down here." Skye shot the director a hopeful grin. "Am I right?"

Coming back with a start, Coulson fixed her with a glare. "No, the question is how _you_ got _them_ down here." He shot back. "There's this little thing called Child Labor that we good guys try to avoid."

"Who's laboring?" Skye protested.

"I am," grunted Tripp, passing by under a heavy load of boxes.

"Exactly! See, Tripp's doing all the mule work." Skye patted the man amiably on the back. "Einstein junior over there is just playing, really."

"We don't recruit ten year-olds." Coulson held firm.

"Maybe they're consultants." Skye grinned mischievously. Seeing the unamused look on her boss's face, she sobered up quickly. "Look, , we need someone to fix this chair. Hydra was up to something big here, I can tell. We're pretty sure there may even have been a SHIELD agent involved." She held up the spy-gadget magnet.

Coulson took it and eyed it critically. "You found this here?" He asked. At Skye's nod, he frowned. "Well, that's definitely something." He pocketed the device. "Koenig should be able to decode it."

"If that was a SHIELD agent that planted that, we need to find what happened to him." Skye argued. "Besides..." She cast a nervous glance down to the lower courtyard. "...it's driving Root up a wall."

Down below, Root sat across from Paul Ballard, staring at him furiously. Ballard stared just as intently back. Simmons was hovering over the both of them, trying to surreptitiously scan them with various items. Neither reacted to her presence.

"She's been obsessed ever since we found this place." Skye hissed to Coulson. "And she won't help with anything. She claims the Machine isn't talking to her anymore, but..."

"She might just be stonewalling." Coulson closed his eyes.

"I find Root as creepy as the next agent." Skye spread her hands. "But she's our contact to the Machine, and we need the Machine."

"Fine." Coulson groaned, opening his eyes again. "But keep the junior brigade closely supervised. Mr. Ballard too—I have a feeling he knows something about this place, so I'm leaving him here. And no more going behind my back, I want frequent updates."

"No cell signal, remember?" Skye waggled her phone in the air.

"Get your baby geniuses to install a proxy transmitter so that you can get signals down here." Coulson insisted, already moving for the elevator. "I'm off to Arizona, but the moment you find anything, you contact me."

"What's in Arizona?" Skye frowned.

"The other two blue numbers." Coulson got into the elevator with May. "After the last two, I can't _wait_ to see what they're like."

* * *

Finch was puzzled. This didn't happen very often, and when it did, it was usually cause for concern. He'd cracked into Xavier's School easily enough, and had been poking around for nearly half-an-hour, but so far he was yet to find anything of interest.

Rubbing his eyes, he opened up the MMO game. In a few clicks, he traveled to a particular world, inhabited by a particular contact. He needed another pair of eyes on this.

**Munin:** Mr. Skull? Are you there?

**BobT3hSkull:** Munin! My main man! How's it hanging?

**Munin:** Satisfactory, thank you. A site is giving me some difficulty.

**BobT3hSkull:** Whoah. You? What sort of security do they have?

**Munin:** Yes, me.

** Munin:** It's not their security, it's their lack of information. I broke through their firewalls easily enough, but I've yet to find anything suspicious. But DC is certain something is going on there.

**BobT3hSkull:** Have you looked for a secondary layer of security? Y'know, like maybe the first wall was just sort of a false wall, meant to be easily breached.

**Munin:** Yes, I have.

**Bobt3hSkull:** Huh. Maybe they don't store their confidential info on the web.

**Munin:** Possibly. Many organizations are starting to opt for hard-copy records. It's difficult with a larger organization, but ideally suited to a private school like this.

**BobT3hSkull:** They could be magical.

**Munin:** Then they wouldn't have a website in the first place.

**BobT3hSkull:** Hey, not everyone's a technobane. Could be a minor practitioner group.

**BobT3hSkull**: Whoah. Seriously hot teachers at this place. Any chance they need a skull around for surveillance or fashion consulting or something?

** BobT3hSkull:** Let me just quick fill out an application.

**Munin:** I highly doubt it. Preliminary reports suggest they are resistant to outsiders joining, they have a very strict application process.

**Munin**: No

** Munin:** Stop, Mr. Skull, that seems very unwise.

** Bobt3hSkull:** Done!

**Munin:** I feel certain C would not approve.

**Bobt3hSkull:** Hey. I'm in.

**Munin**: Oh dear.

**Munin:** Wait. What do you mean you're in?

**Munin:** Skull?

** Bobt3hSkull:** Hells bells, Munin, you need to take a look at this! They've got pictures of kids blowing up brick walls with their eyes and flying up in the clouds and lifting objects with their minds! It's like some refuge program for your *gifted* people.

**Munin:** How did you get in?

**Bobt3hSkull:** Oh man, some of these teenagers are really *gifted*

**Munin:** Skull! Focus! How did you fill out the application!?

**Bobt3hSkull:** Totally honestly. Under talents, I listed 'total retention of all information,' 'skill with computers' and 'ability to scan for magic.' Under interests, I listed: 'porn'' and 'magical knowledge.' Under race, I listed 'memory spirit residing in a skull.'

**Munin:** Dear god.

**Munin:** They must think you're a gifted. That's how you access the true part of the website.

**Bobt3hSkull:** Either that, or they're forming a porn shoot. I mean, you should see these teenagers. And the costumes they wear.

**Munin:** I must inform C.

**Munin: **Many thanks, Mr. Skull.

Finch signed out of Bob's world. As he was searching for Coulson's account, an icon flashed at the bottom of his computer screen. Frowning, he clicked on it.

A stream of data flowed into his computer, a long string of meaningless symbols that flashed past at dizzying speed.

"No..." Finch muttered, staring at the data. "No, no!" He opened up an application and typed in some commands. "It shouldn't have started, it shouldn't have had time to start!" A new window opened. "_Compiling Translation:"_ It read, at the top of the screen.

Slowly, coherent text started to appear.

_/ Samaritan (output):_

_ Response Calculated_

* * *

"Okay, we're live." Skye held up the tablet, displaying Coulson's face. "Take it away, Phineas."

"So, it turns out we were only half right." Phineas gestured proudly at the chair, now decked out in several different varieties of designer colors and sprouting three televisions and a drink holder. "It's a mental imprinter all right, but it's a lot more flexible than the transfer device we made. Basically, this would be able to map your cerebellum, then put that map into someone else's head." He cocked his head, apparently just realizing something. "I guess it'd have to be an empty head, or it'd like, explode and stuff. But you get what I'm saying."

_"I really don't think I do." _Coulson frowned. _"Where would you get an empty brain?"_

Phineas shrugged. "I dunno. Civil government?"

Coulson's image blinked at him_. "...how old are you, kid?"_

"Ten." Phineas turned around to the chair again. "The only other thing I could think of is that you'd have to empty out a head—say, drain out all the thoughts and replace them with new ones. Then you'd have a blank head that you could put the new mind into."

"This is like Frankenstein, but with less grave robbing." Skye whispered to Simmons.

Simmons sent her a haughty glance. "Dr. Frankenstein did not switch brains around in jars. He integrated a single specimen holistically into every part of the process used in the creation of his homunculus."

"Have you... given this some thought?" Skye eyed her oddly.

"Anyway, it's sort of interesting." Phineas frowned at the device. "The one we made previously sort of disappeared before I could really get a solid look at it, but I assume there must have been some sort of storage unit, like RAM, as a transitional part of the transfer process.

_"But this doesn't have that."_

"There's a slot for it." Phineas gestured at the box-like thing attached to what was left of the pedestal. "But from what we could figure out, it seems like it's more an interface than a hard-wired element—they'd be able to take out and replace different hard drives."

Coulson frowned. _"So... I have no idea what you're saying."_

"They had interchangeable brains." Skye stepped forward, eyeing the chair with sudden understanding. "Configurable. Storable. You could put some memories on a USB, drop someone into a chair, and give them those memories. Wind-up tin soldiers."

"Probably more than a USB, but yeah." Phineas nodded.

Tripp snapped his fingers. "Rossum." The others looked at him. "It was an old sci-fi movie." He explained. "It's where they got the term 'robot.' _Rossum's Universal Robots_. There's this guy Rossum, and he has all these artificial men on an island that he uses to produce stuff, but then they start getting feelings..."

"Dude." Skye stared at him. "Spare us the 1920's B-movie summary, okay? We get it. They were programming people."

"_Could..."_ Coulson's voice hesitated. "_Could this machine have been used to... interrogate or... or brainwash anyone? A SHIELD agent, for instance?"_

Silence fell over the agents. Tripp looked grim. Skye seemed a little sad, and Simmon's expression was just a touch deadly.

Phineas seemed oblivious. "Not the way we built it." He smiled. "Though that's an interesting feature. Maybe we could add that to the next one!"

"No..." Everyone turned to see Root and Paul, standing in the door. "The process... wasn't stable enough. It required constant refreshing, and it was always glitching."

"Root?" Skye eyed her worriedly. "Are you... remembering?"

Root closed her eyes. "Just... fragments." She managed. "Bits and pieces. I think I used to take care of people here. But they were always... having problems. The people in charge were still ironing things out."

_ "What were they doing here, exactly?" _Coulson's voice asked.

"I don't remember." Root shook her head. But as she raised her head, a new light was in her eyes. "Not yet, anyway."

"We found these." Paul held up a bag and pulled a few hard drives out of it. "All stored carefully behind a false wall downstairs. They looked significant."

"Hey!" Phineas' face lit up. "I'll bet we could get one of those to fit in the slot!"

"Yes, you could." Root grabbed one, seemingly at random, and tossed it to Simmons, who just barely caught it. "And the Machine says to use this one on me."

No one moved. "Oh dear." Ferb broke his silence. "That appears to be, in layman's terms, batshit crazy."

"Um, I'm not sure that's a good idea." Phineas raised a finger in mild objection. "Like I said, if you try to plant the memories in a full mind..."

"The Machine says it will work."

"I... thought the Machine wasn't talking to you anymore." Simmons said, carefully.

"Since you installed that proxy, she's back." Root gave a chilling smile, walking over to the chair. "And she says to do it." She sat down in the chair and stared at them imperiously.

"Director?" Skye asked.

There was a long silence. _"Do it."_ Coulson said finally. _"The Machine's never steered us wrong before."_

Skye turned the tablet around. "She could be lying!" She hissed.

_"You honestly think she'd lie about what the Machine said?"_ Coulson raised an eyebrow. _"Do it."_

* * *

Coulson signed off the tablet, tossing it into the back seat of the SUV. "And if she IS lying, then she's unreliable anyway." He muttered. A frown crossed his face. "Does that sound a little cold-blooded?" He asked, turning to May. "I thought that came out a little cold-blooded."

May shrugged. "Practically warm and fuzzy by Fury's standards."

"I feel like I need to keep emphasizing how I'm not Fury." Coulson protested. "I admired the heck out of the man, but he gave me this job to be not-him. And I can't help but feeling that I'm sort of using Root here."

"Agent Root serves as a human interface to a predictive AI." May pointed out. "She's always being 'used.' The only difference is that you're the one using her this time." She drew the SUV to a stop. "We're here."

Coulson glanced out the window. "Well, if this one goes south, at least we're not as likely to draw attention." He muttered. They were parked just across the street from an extremely secluded farm, with vast empty fields stretching to the horizon in every direction. The squat ranch house before them was simple without being austere, and the cars parked in the drive were practical and sturdy.

Coulson frowned at the cars. "I thought you said they wouldn't be home." He muttered.

"They shouldn't be." May answered, also frowning at the cars. "Koenig confirmed their schedules via spy satellite footage. Mr. Ceccoli leaves every morning at around 7 to tend the fields. His wife leaves a few hours after to manage the stall they keep at the open-air market downtown."

"This messes with the routine. We have a routine to these things." Coulson insisted. "I break in while they're out. I sit in the living room, just in the shadows. Maybe I unscrew a lightbulb and create some shadows. I wait for them to come home. When they do, I adopt the mysterious benefactor routine."

"Mysterious-benefactor-who-illegally-broke-into-your-home, yes." May muttered. "I'm extremely surprised you haven't been shot yet."

"It's a good system!" Coulson protested. "It establishes power and finesse, intelligence, skill..."

"Underhandedness, deceit, disrespect for personal security..." May continued. "You just do it because you get to dramatically emerge from the darkness. If you smoked you'd probably light a cigar."

Coulson paused to consider this. "Do you know if they make smokeless cigars?"

May sighed. "Sir..."

"THAT seems like something Fury would do." Coulson wagged his finger at May. "The cigar thing, not the smokeless thing."

"Phil."

"Right." Coulson turned back toward the house. "So. One way or another, they're home. Why are they home?"

May shrugged. "Maybe they took the day off."

"And his wife? On the same day? What're the odds of..." He frowned as he considered something. "Okay, pretty good. Except farmers don't just 'take days off.' They can't afford to. I spent a summer on a farm once, you had to make the most of each day. If you're sick, someone needs to cover for you. You don't just blow off a day of good weather because the wife looks especially good this morning."

May rolled her eyes. "Look, just walk up the front drive and knock on the door. If they're... busy, they won't come. If they're not, you can give them the usual pitch, and avoid the risk of getting shot."

Coulson grumbled as he got out of the SUV. "I feel like a salesman." .

"Or a Jehovah's Witness." May smirked.

Coulson smirked back. "Preach the good word, sister."

May's smile disappeared. "Never call me 'sister.'"

"Hallelujah!" Coulson slammed the door shut. Trotting quickly up the lawn, he made his way to the front walk and jogged up the steps. He gave four sharp raps on the door. "Hi, I'm from the government and I'm here to help..." He frowned. "No. My name's Phil Coulson, and I'm not a Nazi..." Another shake of the head. "Perhaps... Hi sir, do you have a moment to talk about..."

There was a click from behind the door. It didn't sound like a door lock.

Coulson ducked just before a buckshot-sized chunk of door flew through the air where his head used to be. As he tumbled to the ground, he drew the Icer from his coat, aiming it at the door...

RATATATATATATAT! The entire front of the door filled with holes, swiftly disintegrating from door, to swiss cheese, to hanging splinters.

Coulson looked around. May was running toward him, ratcheting a new magazine into her assault rifle. "You realize that could have been our recruit?" He yelled.

"Phil, look out!"

Coulson looked around just in time to catch a foot straight in the face. It wasn't until he found himself collapsed against the entryway, being dazedly forced to his feet, that he registered the athletic brunette who owned the foot.

"Caroline?" He attempted to turn and look at the woman who had his arm twisted behind his back..

"Don't move!" Caroline shouted at May. A click, and a sawed-off shotgun was under his chin. "This thing only holds two rounds, which right now is down to one, but really, at this range, one is enough."

"I agree completely." May aimed her pistol with pinpoint accuracy.

"Well, gee, it would be a shame if you shot me and my muscles spasmed or something." Caroline cocked her head.

"This is a fascinating situation and all..." Coulson cleared his throat. "But as the one with the gun under his chin, may I say something?"

"No." Both women answered.

"Where are Anthony and Priya Cecolli?" May echoed, slowly circling the pair.

"I knew you'd come for them next." Caroline hissed, backing up into the house to defeat May's attempt at flanking. "They're safe, and I'll die before I let you take them."

"Um, I'd really like to say something..." Coulson said, as he was dragged back through the door. "...if you don't mind, Caroline..."

"My name," Caroline snapped, jabbing the shotgun a little deeper into his jugular, "is Echo."

"Fine, Echo then. This is about Rossum, right?" Coulson asked. Echo's grip tightened and he winced. "So that's a yes. And Los Angeles? That place is the Dollhouse, right, the one Paul was looking for?"

Echo's breathing was hard and fast, and Coulson gave just the smallest smirk. "How come you never told him?" He challenged. "What really happened to the Rossum corporation? What's their connection to Hydra?"

Echo's grip suddenly loosened. "Hydra?"

Coulson wrenched his arm free, knocking the shotgun away with his other hand, already whipping out a kick at the girl. Echo dodged away, dashing through the living room to the kitchen.

"Phil, get out of the way!" May shouted, gun at her shoulder.

"Icers only!" Coulson shouted back, picking himself up and charging into the house after her. "She knows something!"

A shotgun blast made him leap for cover behind the couch. Over by the doorframe of the kitchen, Echo tossed away her sawed-off and picked up another weapon.

"Seriously?" Coulson winced, as a hail of gunfire ate away at the couch. "An AR-15? Where'd she get that?"

"This is Arizona!" May shouted, pinned by gunfire by the outside doorframe. "Mexico is right next door!"

"We're not getting past that!" Coulson shouted back. "Go around back, see if you can flank..."

The gunfire suddenly faltered and fell short, replaced by a furious combination of crashes and metallic clangs. May and Coulson leapt out from cover to see Echo fending off a dark-haired, furious man.

"You break into my house!" He was screaming. "You hold my wife and I hostage! You go on spouting off a bunch of crazy things that I've never heard of before!"

Echo knocked him down, but he leapt right back up. She swallowed. "Victor, please, I..."

"Anthony!" The man shouted. "My name is Anthony! Not Victor!"

"Freeze!" Coulson shouted, as they charged into the kitchen. May didn't even bother with the command, her Icer was already up and shooting.

Echo ducked under the salvo, rolling away into a dash at the far end of the kitchen. Without even pausing, she leapt through a barely-sufficient window, crashing through the glass and rolling into the yard beyond.

May leapt out the window after her. "Outside, outside!" Coulson roared, dragging Anthony with him toward the front door. The pair emerged on the front lawn just in time to see a car speeding away down the open road, already miles away.

"Our car." Coulson blinked, owlishly, at the disappearing dot. "She... she stole OUR car."

* * *

Root's eyes shot open. "We need to go." She said, rising from the chair. "Now."

"What?" Skye blinked. "But we just..."

"And we need to destroy the chair." Root rounded on the device, pulling out her gun. _Crack. Crack. Crack._ The boy's invention had three neat holes in it. The others just stood, stupefied by the action.

Except for Phineas. "Uhhh, that was... kind of unnecessary." He observed. "Like I said, most of our stuff tends to..."

There was a sudden cracking noise just above. The whole team looked up just in time to see the ceiling inexplicably cave in and collapse, burying the chair under concrete debris. The floor beneath it caved in, and the whole mess collapsed into the room below, where it burst into flames.

"...disappear." Phineas finished.

Root ignored him. "The base too." She said, turning on the rest of the team. "We need to plant those charges on the main structural supports and bring the whole house down."

"Are. You. INSANE!?" Tripp finally exploded. "No, don't answer that, I KNOW you're insane. But I didn't expect you to demonstrate it by destroying the very thing you've been obsessing over the last few days!"

"To say nothing of suggesting we destroy a clearly AWEsome safe house." Skye protested.

Simmons was just staring at the burning wreckage of the chair. "Where... where did the flames come from?" She wondered alone. "There was no combustible material in that chair!"

"This safe house won't be safe much longer." Root snapped. "Charges. Now. The Machine says we need to hurry."

"Okay, enough about the..." The tablet in Skye's hands blinked into life, causing her to pause. "Harold?" She said, bringing it around. "What are you...?"

_"Ms. Poots!"_ Harold's terror-stricken voice resounded from the device. "_I can't seem to contact the director, but you must leave the facility you are in immediately!"_

Glances were exchanged around the room. "Since when do you and Root agree on something?" Skye asked, suspiciously.

Finch ignored her. "_Samaritan is active!"_ He shouted. _"Decima has already deployed forces in Los Angeles and alerted the police to your whereabouts!"_

"What?" Skye blinked. "How? Why now?"

"Doesn't matter." Tripp's face was iron. "Root's right. We can't risk it. You all head for the elevator. I'll set the charges."

"I'll help." Paul insisted.

"None of them are combat-ready." Tripp answered, jabbing a finger at the women. "Get them up, get them out. The kids too."

"Bring the drives." Root said, with something of her old calm, as she headed for the door. "She says we're going to need them."

Paul looked conflicted, but followed the women. As the girls dashed for the elevator, Simmons pulled even with Root. "Did it work?" She gasped. "Th... the process? What do you remember?"

Root closed her eyes in intense concentration. "Everything." She hissed. "I remember _everything_."

* * *

**A/N: **I'm a little bit worried that all the references are getting a bit much to follow. Trust me, very few of them are just in there for the heck of it. This chapter has a lot of the Phineas-and-Ferb weirdness, but that's because it's actually important for an upcoming plot point.

Next chapter will lay things out in a clear, exposition-like fashion, so if you're a little lost, don't worry. If you are, though, feel free to **review** to ask me for clarification, or even just to take me to task for writing a confusing muddle. I'd love to know how much people are getting and how much is just slowing them down. This is probably one of the more complicated fics I've written.

I'm hoping to wrap this up by the time Season 2 starts up. I should be able to do it if I can manage a chapter a week.


	4. Clever Carrie

**Clever Carrie**

* * *

"So the Dollhouse was real."

"More than real, a thriving commercial enterprise." Reddington, master criminal and underworld deal broker, sipped at his wine thoughtfully. "The most comprehensive and varied prostitution ring you could imagine."

Coulson, sitting across the table, frowned. "A groundbreaking invention that unlocked the secrets of the human mind, potentially world-changing, and they used it to pimp people out?"

"'Pimping' is such a simplistic term." Red considered. "Especially for the sorts of services they offered. You could also commission a bank robber, an assassin, a spy..." His gaze dulled momentarily, "...a deceased love one... whatever sort of person for whatever sort of need you had, they could deliver. They expanded to encompass every possible application of their technology. Medical reconstitution, military contract work..." He smiled at Coulson. "A horizontal monopoly."

"World-changing, indeed." May, standing just behind Coulson's chair, frowned. "No one caught them?"

Red shrugged. "They gave the best toys. No one among the rich and famous wanted to get rid of their private funbox. And Rossum could manufacture people to defuse any investigation. Like they did with that senator."

"Senator Perrin?" Coulson snapped his fingers. "I remember that. Launched a one-man crusade against Rossum, directly linked them with the Dollhouse. Always thought it was a little odd how quickly he turned around on the whole thing and blamed his wife's death on another corporation. We tried looking him up when the company went under, but he couldn't be found."

"And neither could his witness." Red gave an admiring smile. "Very clever. Beautifully done, how efficiently they shut that down."

"If they were so powerful and so secure, how'd they collapse?"

"Ah, that's the mystery." Red tilted his head back contemplatively. "A corporation like that doesn't go under just because their headquarters goes up, of course. It takes incredible forgetfulness on the part of their leadership to manage that."

"So." Coulson raised an eyebrow. "All the CEO's and technicians SHIELD interrogated—they actually didn't know anything?"

"Not a thing." Red gave a conciliatory smile. "We thought they were just lying to you too. But even years after the investigation was over, not a one of them could tell us anything about the place."

"You're sure they weren't lying to you?"

Red's laugh was a trifle unpleasant. "I'm not sure if you're aware of this, Phil," he answered, his face suddenly gaining a little steel, "but I'm not a nice man, and neither are the vast majority of my acquaintances."

Coulson frowned. "...you...tortured them?" He blinked in astonishment. "Why...?" His face cleared.

"'World-changing' was the term you used, I believe." Red raised his glass and stared distractedly at the contents. "Everyone wanted Rossum's secret tech. Apart from anything else, the prostitution angle was extremely lucrative."

"I see." Coulson sat back in his chair, thinking.

"But apparently one of the mysterious Dollhouses has now been unearthed." Red continued, eyes still gleaming through his wine glass. "Complete with its tech. That could be very useful to certain men."

The air suddenly felt very close, and the shadows of Red's guards, lurking in the background of the chamber, loomed large.

Coulson did not move, and when he spoke, his voice was level. "The house we found in Los Angeles had all its tech stripped away, and what we were able to recover we had to destroy when Decima moved in. Thus it's of no use to you."

"But you have witnesses?" Red asked, still looking at his wineglass.

"Witnesses who apparently had their memories erased, like your Rossum contacts." Coulson answered. "Equally useless as they were."

A few tense seconds passed. May subtly shifted her stance.

Then Red chuckled. "Well, prostitution's a dull business anyway." He smiled, setting down his glass. The guards' shadows faded away. "But if I thought anyone else had a working model..." He left the sentence unfinished.

"Yeah, that's part of our problem." Coulson leaned closer. "We think someone might."

Red cocked his head in interest.

"Our witnesses." Coulson explained. "Someone must have re-written their memories. Probably your Rossum CEO's too. Seems someone else has a Dollhouse."

A light scoffing laugh escaped Red. "If I'd heard anything remotely like that, I would have already seized it for myself."

"In which case, you'd be very unlikely to tell us." Coulson pointed out. "How'd you hear about our witnesses?"

Red smiled. "Oh, come now, 'director,'" His voice added just a touch of bemusement to the title. "A man must protect his sources. Besides, your little fracas in Los Angeles attracted quite a bit of attention, as did the affair in New York."

"How so?" Coulson raised his eyebrows. "I recruited an FBI officer and his yoga-instructor wife. How'd that attract your attention?"

"I never forget a face." Red answered, sipping again from the wine glass. "Four years ago, she was the one who brought Root to me."

There was a moment of dead silence.

"You knew Agent Root." Coulson stated.

"Of course." Red chuckled. "We used to call her 'The Gardener,' back before she got machine-god-religion. She and her 'sprouts' could take out any target, hack any database, and do it all so invisibly the law would never know." A smile in memory. "I was very proud of the business model I helped her develop,"

"You helped her start-up?"

"In exchange for a few favors." He gave a deprecating shrug. "When I first met her she was a hacker of notable promise, but nothing more. I let her live and told her to look me up if she was interested in growing professional." His head tilted. "Four or five years later, she showed up on my doorstep with your psycho kung-fu girl." He sipped from his wine glass.

Coulson nodded pensively. "That... fits, actually. Any idea who she is or what her stake in this is?"

"None whatsoever." Red shook his head. "She never said a word, simply showed up and then disappeared. That was what made it stick out in my mind. Folks who take such care to be inconspicuous generally tend to be very significant."

"Did... Root ever say anything about her?"

"A co-worker from the office job she'd been working in the intervening years." Red scoffed and rolled his eyes. "That was, of course, a lie, but I didn't press the issue. I did note, however, that Root seemed a trifle more... unbalanced than the hacker I had met years before. And... more varied, too... she was able to adopt a startling amount of roles."

"You never found out anything further?"

Red took a long drink before replying. He set down his glass, considered Coulson, then finally smiled, and concluded. "A few years ago, I spoke with a recent customer of 'The Gardener.' He remarked that she looked a great deal like a woman he used to commission from the Dollhouse."

"Her name?"

Red placed a finger on his chin in apparent thought. "I think he said her name was Whiskey." He smiled.

Coulson shared a look with May. "Well, that certainly clears up some points." He said, standing. "Thank you for your help, Red."

"Not at all, agents." He smiled.

"One other thing." Coulson added. "We picked up one of your colleagues in the Maggia."

"Competitors. Not colleagues. And thanks for that." Red nodded placidly.

"He mentioned an attempt at kidnapping a man called Bauer." Coulson continued. "A CIA agent, our sources tell us."

"And how is Agent Walker?" Red gave a smug grin.

May's glare could have melted glaciers, but Coulson took it in stride. "Pretty steamed. Seems Russian mafia members messed up a vital bit of US-Russia relations by grabbing Bauer. Would you know anything about that?"

Red scoffed as he lifted his wine glass to his lips. "Please. If I was going to snatch someone, it wouldn't be Bauer. I'm not stupid."

* * *

"You think he has a mole in our organization?" May hissed, as they exited the club.

"We barely have enough people to merit a mole, and all of them were hand-picked." Coulson shook his head. "It's more likely he heard about it through a mole in the CIA."

"But he also knew about the witnesses."

"It's possible." Coulson frowned, opening the door to the SUV. "Some days I think Mills would sell us all out if it would keep his family safe. Still, at the moment, we're useful to him." He swung into the seat. "Besides, he didn't seem to know about Bauer breaking free from the Russian mob."

"Courtesy of a strange black man in sunglasses and a hooded sweatshirt." May frowned, also getting in. "We both have to be thinking of the same person."

"He said he wanted two feet on the ground." Coulson shrugged. "If he wants to break out an old friend, that's his business. Not as if we could stop him, anyway." He tapped his ear. "Koenig? Put me in touch with the Los Angeles team, I need to talk to Agent Root."

"_Ah, that's going to be a little tricky, sir."_ Koenig's voice sounded a tiny bit nervous. _"Agent Root's gone."_

Coulson frowned. "Gone? What do you mean, 'gone?'"

"_The standard definition, sir. Missing, vamoosed, unaccounted for. The team lost her in the scramble of escaping Decima's men, and she's yet to report in anywhere. I told the Los Angeles team to fly out without her_."

"Did she get picked up by Decima? What did Finch say?"

"_Finch isn't picking up either_." Koening answered. _"Decima is all over New York right now. I doubt he's caught, but at a guess, he and the rest of our New York cell have gone dark until the crisis wears off.."_

Coulson groaned and rubbed his eyes. "That's a major resource gone." He sighed. He was silent for a moment. "Fine. In all likelihood, the Machine called Root off to deal with 'threats to operational security' again. We'll just have to hope that she shows up again. In the meantime, have Skye go digging through Decima's records and see if she can find anything."

_"Yes sir." _

"Pull Agent Beckett from Nikita cell." Coulson continued, as May started up the car and pulled out into traffic. "Get her on a plane and set her on Echo."

_"Nikita isn't going to like that, sir."_ Koenig sounded worried.

"Target A isn't going to be a threat for a while after the hit she took." Coulson answered. "Beckett's more useful back in the States."

_"Very good, sir."_

"In the meantime, recall the Los Angeles team to the Playground." Coulson finished. "Gideon too. May and I are headed there with our two new headcases, we need to pool what information we have and see what we can find."

* * *

"Tell me what happened in the ranch house." Gideon studied the man across the desk.

Tony sighed and rubbed his forehead. "It was... early morning." He answered. "Priya was making coffee, I was eating breakfast and watching the weather report. We heard a car pull up in the drive—unusual enough, but we thought it was just someone lost and asking for directions. Priya went out to see who it was." Another heavy sigh, and a look of deep anger. "When she came back in, that woman had an arm around her throat and a gun pressed against her temple."

Gideon nodded understandingly. "The hostage situation is every peacekeeper's worst nightmare. Particularly when the hostage is someone they care about."

"Priya can take care of herself." Anthony defended. "I know a lot of people say that, but... there was this mugging last year..." He stopped. "Well. She has some natural skills in self-defense."

"As do you." Gideon noted. "I saw your service record."

Anthony winced as if recalling a bad memory. "I... try not to think about it." He answered. "It took me a long time to come to peace with what I saw in the army."

Again Gideon nodded. "Let's get back to the girl. What did she do?"

Anthony shrugged. "Walked us into the pantry, handcuffed us to water heater." He answered. "Didn't gag us or torture us or anything... just made sure we were secure and then went back out."

"Any idea what she was doing in the main part of the house?" Gideon asked.

Anthony frowned in thought. "She made some phone calls—couldn't make out to who or what about. She was very agitated, though. She kept coming into the pantry to check on us. Kept apologizing, too—going on about how sorry she was, and if we only remembered, we'd understand."

"And did you?" Gideon asked. "Remember?"

Anthony stared at the picture of the girl on the table, then shook his head.

* * *

"His story checks entirely with his wife's, and with what we found at the farmhouse." May turned away from the double-paned glass. "Either they're crazy-prepared, or they're telling the truth."

"I'm going to wait for Gideon's word, but I'm inclined to agree." Coulson nodded, staring at the man. "It seems they're rather like Ballard—connected to a strange woman they apparently never knew."

"There's no connection that I could find." Skye, still tapping away on her laptop in the corner, shook her head. "Priya was once treated by a doctor from the Rossum corporation, but that's it. Anthony has no connection whatsoever. There... is a strange gap in public records, though." The others glanced at her and Skye continued. "Anthony spent five years recouping from his PTSD in a camp far from public life, and Priya was sent to a 'private facility' for three years of treatment after she developed schiziophrenia. Ballard disappeared after he lost his job at the FBI—and despite what he tells us, he didn't arrive in New York until a year or two after Rossum collapsed. What makes it interesting is that these periods roughly overlap—Priya disappears a year or two into Anthony's camp program, and Ballard vanishes shortly after that."

"They must have been connected with the Dollhouse, somehow." May hypothesized. "Like the CEO's, and Agent Root, their memories were wiped after the collapse."

"This doesn't make sense." Coulson shook his head. "Red was pretty clear—Rossum was the only group with the technology to do this. Why would they brain-wipe their own employees?"

"Last man standing?" Skye guessed. "One of the places went rogue and took the others down? Or maybe it was just the elite cadre, hiding their tracks really really well. I mean, we're pretty sure these guys were Hydra, right? They got the tech from Zola, Secretary Pierce had to be interested in them for some reason."

"Possibly." Coulson rubbed his chin. "We'll know more once we finish decoding the info on the bug."

"Done and done." Koenig walked proudly into the room, holding the bug in one hand and a USB in the other. "Real nifty gizmo here. Passive, nothing wireless, no signal to pick up. Very high-line... almost definitely one of Fury's 'special tools.'"

"Fury?" Skye tilted her head questioningly.

"Fury was known for keeping the best toys for his most trusted agents—things like this." Coulson answered, taking the bug. "It makes total sense—this is why Fury was so devoted to finding the Dollhouse. He had an agent on the inside."

"Why would Fury commission someone privately to investigate?" Skye wondered aloud. "Why not just go through normal channels?"

"He was Fury." May gave an exasperated eye-roll. "Man couldn't buy a beer without being mysterious about it."

"SHIELD investigated the Dollhouse rumor, back when it was all over the internet." Coulson answered. "We concluded that it wasn't a real thing, so we discontinued the investigation. Fury and Pierce kept it open, but it was..." Coulson shrugged. "You know that assignment, the one that the boss really wants you to do, but you think it's stupid so you drag your heels?"

"Pierce and Fury both knew the Dollhouse was real, but none of the usual agents would take them seriously." Skye nodded slowly.

"Nobody except Ballard, apparently." Koenig waved his tablet in the air. "I've been looking at his work on the Dollhouse—very thorough stuff. His bosses didn't believe in it, of course, but I'm willing to lay money that Fury kept them from taking him off the case."

"Favor for a favor, probably." Coulson shook his head. "FBI entertained Fury's pet project and he probably dropped them some tips. Ballard was working for Fury and he didn't even know it."

"Or did he?" Skye asked. "Maybe he's the spy we've been looking for this whole time."

"No record of him in the archives." Koenig shook his head, then reconsidered. "I suppose Fury could have falsified those."

"If Ballard was the spy, we'd have found some sign." May shook her head. "Besides, his combat isn't anything near mandatory SHIELD training, to say nothing of what Fury would have demanded. No, I'm pretty sure our inside man was discovered and taken down."

"Perhaps he took down Rossum with him?" Skye suggested.

Both May and Coulson looked dubious. "What do we have from the bug?" Coulson nodded at the device again. "Can it shed any light on this?"

Koenig sighed. "Well, obviously nothing that could trace it back to the user or point of origin." He answered. "But it was left unattended on that computer for a long time—maybe a year or two. This data's been through a lot of re-writes."

"How can you tell?" Coulson asked.

"Computers can't really obliterate data." Skye answered for Koenig. "it's sorta an energy conservation thing, except not. Data can be created, but not destroyed, just changed to another form of data. Generally when you 'delete' a file, it just gets over-written with a bunch of garbage data. But it never completely disappears."

"Exactly." Koenig nodded thankfully at Skye. "And like with energy conservation, when you change the data, you always lose a little bit—a small part that remains the same. So, this thing was just re-writing and re-writing over itself, but each time it had less and less room to re-write data. This is partly why old computers get slow after a long time—too much 'junk' data clogging up the system."

"So we don't have much." Coulson frowned.

"Maybe a day's worth of activity." Koenig nodded sadly. Then a mischievous look lit up his face. "But wait till you see what it is."

Break

"It's a security feed." Koenig said, playing the footage on a screen. "It gives us the inner courtyard, a motor pool, the med bay, and a set of stairs leading to the outside. Presumably, whoever set the bug had it target these feeds because they wanted to save on space and follow only the most important parts.

"Why not the chair room? That was clearly important." Skye asked.

"So important that they apparently didn't keep a security camera in it. Now, first watch the motor pool feed."

On the upper left screen, the team saw vans pulling out of the garage. Young, good-looking people were filing into the vehicles and then they would pull out.

"Prostitutes." Coulson observed, noting several particularly stunning women.

"Dolls." May corrected. "This is a Dollhouse, remember."

"Hold on." Koenig held up a hand.

One van was pulling into the garage. A black man in a grey suit got out, followed closely by...

"Ballard." Coulson stepped closer to the screen. He and the black man seemed to be escorting a woman with a slinged arm to the building.

"We've identified the other man as Boyd Langton, who according to our records was a LAPD officer discharged under mysterious circumstances." Koenig answered. "He has a brother currently employed in the FBI, but no other connections."

"What about the women?" Coulson asked, as a second woman exited the van. "Wait, no. I recognize her. She's... ah... she's the one the senator had prepped to testify about the Dollhouse. What was her name..."

"Madeline Costley." Again Koenig supplied the answer. "And yes. She maintained that she'd been imprisoned by the Dollhouse and used to kill people. After the senator rescinded her statements, she was declared insane and disappeared from public life."

"How could we have been so blind..." Coulson muttered. Madeline was staring around in a very placid, dazed fashion. "What about the other girl?"

"That's... she's..." Simmons' mouth had been gaping for a while, but now she finally managed to articulate some sounds. "Bennet. Bennet Halverson." She looked at the surrounding stares. "Oh come on! Honestly! She was ALL the rage in the neurological community six or seven years ago! Leading experts debated her undergrad papers, that's how good she was!"

"Okay, seriously, Jen." Skye answered, eyebrows raised. "You can't expect us to follow every obscure medical prodigy."

Simmons blushed and looked away. "She was... something of an inspiration to me." She muttered.

"Officially, she died during a building collapse in 2008." Koenig grinned. "The building was a medical research institute owned by—no surprise—Rossum."

"And this is 2010." Coulson noted the date stamp. "How many dead people did they have working for them?"

"Okay, now look at the Med center one." Koenig directed their attention to the lower corner. A brunette in a long white coat came in, escorting Madeline to the table.

There was a collective breath from the team. "That's..." Skye started.

"Root." Koenig nodded knowingly.

"That explains what she was saying about taking care of people... and her odd knowledge of medical devices." Simmons murmured, watching the brunette begin her examination. "My god, look at her face! Those scars! What happened to her?"

"Her face?" Skye snorted. "Look at what she's doing! She's being nurturing! It's freaky!"

Koenig pressed a button on the computer, and feed sped into fast motion. "There's nothing too much important for a while... The examination finishes and Madeline goes out to walk in the courtyard, people keep getting sent away, none of them come back, fairly basic... oh wait. This part is interesting." He pressed play.

Boyd Langton, the black man from before stumbled into the med center, half-supported by Ballard and another man. The color drained from Root's face and she rushed to help.

Skye blinked. "Am I... seeing what I think I'm seeing?" She asked, as Root, face truly distressed, gave the man a rushed and tearful examination, even as he tried to brush her off.

"Oh. My. God." Simmons stared. "They're adorable!"

"Cybernetic chick used to have a boyfriend." Tripp shook his head in wonder as Langton gave the hacker-turned-doctor a quick kiss. "Who knew?"

"I have zoomed and enhanced versions of this scene ready, if anyone's interested." Koenig interjected.

"Perhaps later." Coulson also looked intrigued, but he waved the disappointed technician to action. "We need to see how things ended."

"Ugh. That part's actually pretty boring." Koenig grumbled, again zipping through the footage. "This is really the only thing left worth seeing." He maximized the feed from the garage and stairwell.

The team watched as a familiar-looking girl escorted an equally familiar blonde asian and dark-haired male up the stairs and out the door.

"Priya, Anthony, and Echo." Coulson nodded. "So that's where she knew them from."

"Looks like they knew her too, once." May observed, watching as Anthony and Priya seemed to plead with Echo about something. She shook her head and tore away from them, running back toward the doors. Anthony and Priya looked at each other and then slowly started to shamble away.

Suddenly the camera cut to black.

"What? Just like that?" skye blinked.

"Watch the other ones." Koenig motioned, bringing the other screens back. The courtyard feed also cut out, leaving nothing but static. The stairwell was next, going offline just as Echo was turning towards some movement on the left. The med bay lasted a little longer, just until Echo and Paul rushed in carrying someone.

"Interesting." Coulson muttered. "They must have been infiltrated somehow."

"Hardly surprising, in the mind-control business." May snorted.

Skye sent her a look. "Really? You've run into this stuff before?"

"Focus, people." Coulson warned. "All right. So someone wiped the heads of Ballard and the Cecolli's. Echo was our best suspect, but this..." nodding at the television, "...undercuts that, and Root was our best source, but her absence undercuts that. So we're on our own here. Ideas?"

"Troll the forums and see what pops up." Skye suggested.

"Get Phineas and Ferb to make a new model and use that to extract the relevant memories from our witnesses brains." Simmons said.

"Wait until Agent Beckett brings in Echo." Koenig shrugged.

"Full-scale investigation." Tripp nodded. "Put the squeeze on as many people as we can until someone talks."

May's eyes narrowed. "Set up an open online feed where we threaten Ballard's life unless Echo cooperates."

Everyone looked at her. "Wow." Skye frowned. "You really took that beating personally, didn't you?"

"It's a legitimate tactic." May insisted. "And this isn't about taking it personally, this is about taking it realistically. I've fought her. Short of her coming in willingly, there's no way we can take her down."

"Under duress of a loved one doesn't count as 'willingly.'" Coulson pointed out. "Besides, her marriage to Ballard may have been a cover."

May sent him a look. "I've been married. That's the sort of undercover assignment you don't wish on your own worst enemy. Besides, you saw how she looked at him."

"Perhaps it's a sleeper agent." Simmons suggested. "Plant a suggestion in her that when they were found, she should kill all the others."

"Except she didn't." Coulson shook his head. "No, we need to go at this another way."

"I... may have something. Actually." Koenig put in, helpfully. The others turned to look at him. "Finch went silent before he could give me the results on the Washington Heights school, but I did a little digging on it myself."

Coulson frowned. "I told you, we're tabling that until..."

"I noticed something in common with the portfolio on Rossum that Skye prepared." Koenig said, unexpectedly interrupting his boss. He tapped a few keys on his tablet and a new image filled the screen. "Or rather, someone."

"Dr. Hank McCoy." Simmons breathed, as the team stared at the bespectacled, curiously well-built man filling the screen. "Leading neurobiologist and geneticist."

"He consulted with Rossum back in the 1990's when they were first developing some of their 'groundbreaking Alzheimer's treatment' technology. I'm guessing that was a cover for their Dollhouse tech." Koenig clarified. "That was when he was on the open market and not teaching at..." Koenig held up his tablet meaningfully. "...Xavier's school for the gifted."

"An outside consultant." Coulson took a step forward, staring at the screen intently. "But would he be outside enough to escape whatever memory purge followed after the Rossum corp?"

Koenig shrugged. "In 2010, when Rossum collapsed, he was safely sequestered at the Washington Heights school. And we already know how hard it is to get into that."

Slowly, a grin crept over Coulson's face. "I have an idea."

* * *

"Mrs. Flynn, if I may be so bold..." Xavier smiled at the red-haired woman across the desk. "What attracted you to our school?"

"Well, I've always thought of my little Phineas as pretty gifted, and goodness knows Ferb has talent coming out of his eardrums." Mrs. Linda Flynn ruffled the hair of both of her children.

"All children are gifted in one way or another." Xavier smiled understandingly. "But there are many fine institutions. Where did you hear about ours?"

"Oh, from Phineas, of course." Mrs. Flynn smiled warmly. "He couldn't stop talking about you. Said he'd heard so much about your school and he thought it'd be so fun to just take a day-trip to check it out."

Xavier nodded and leaned back in his chair. As the headmaster of one of the few remaining refuges for peaceful mutants, Xavier felt he had to be careful of applicants who just randomly showed up out of nowhere. Generally he used Cerebro to pinpoint mutants in need and planted a psychic suggestion in them.

But drop-ins did happen. So did trust-fund children whose parents just wanted them in the latest prep school, and overly proud mothers who were certain their "treasure" deserved the greatest education money could buy. It was his job to determine who was actually a mutant, and right now, he didn't feel confident about these children's chances. Apart from the green hair, they seemed perfectly normal. But then, they were young, and might simply be very good at concealing it. In any case, he had to try. Xavier leaned forward and again pinched the bridge of his nose.

Strictly speaking, Xavier's power was not to sense other mutants. That was what Cerebro was for. But long experience with them, as well as a near-perfect honing of his telepathic abilities, had taught him what triggers to look for, what pathways in the brain to explore, what memories to glance at.

And what he saw in their minds blew him away.

Xavier's eyes flew open and he reeled back in his chair. "Amazing." He breathed, staring at the brothers.

* * *

_"Amazing."_

"I'm confused." Skye murmured. "Why doesn't bald-and-psychic sense the bug we planted?"

"Because he's not psychic." Simmons, seated at the bank of computers, rolled her eyes.

Coulson took the headphones off for a moment. "And even if he was, no one in the room knows it's there. I told Ferb it was a new kind of pen."

"Why Ferb? Why not Phineas?"

"_Ms... Flynn, have you ever observed your child doing anything unusual?"_

Coulson snorted as he put the headphones back on. "Because that kid would have converted it into a handheld computer in five seconds."

Skye stifled a grin.

"_No, never."_ A small laugh. "_Well, their sister is always talking about different crazy things they're doing, but they're such outlandish stories..."_

"Got to say, I am a little uneasy about putting a civilian in the mix like this, though." Coulson frowned.

_"Yes, I imagine they would have to be."_ The headmaster's murmur sounded just a touch strained. _"Mrs. Flynn, I think I may tell you plainly that your son is... uniquely gifted."_

"Didn't have a lot of options, sir." May, up front in the driver's seat shrugged. "We needed someone to pull off the motherly routine. Simmons and Skye are too young... who else is left? Agent Glennanne? Shaw? Nikita?"

Coulson frowned. "I suppose a top-secret paramilitary vigilante organization doesn't exactly attract a lot of matronly types."

"Plus, having the real mother gives us an edge over the psychic." Skye reminded them.

"Alleged psychic." Simmons reminded.

"_Isn't he though? Just the little boy genius_." The pride in the mother's voice was clear to hear.

"Rather... suspiciously convenient that she and the father happened to be vacationing in the Washington Heights area already." Coulson frowned.

"Yeah." Skye chuckled. "That seems to happen with them."

"_I see you're not understanding me. You son is a nascent but extremely powerful telekinetic, of an order I've never seen before. I'm not even sure telekinetic is the right word_."

The trio in the van froze. "What was that?" May asked.

"Wait." Coulson blinked. "He's not just gifted, he's Gifted?"

"Psyyychiccccc." Skye muttered.

_"Tele... oh, I get it. This is one of those game shows, isn't it?"_

_"Put plainly, your son alters reality around him to affect his subconscious expectations."_ Xavier explained. _"He affects his surroundings without even thinking about it, leaving a telepathic footprint, changing probability itself."_

"That is extremely bad science!" Simmons hissed. "The laws of probability are not affected by brain power or more muscles or anything in the physical realm. They are laws! They do not change!"

"Laws are meant to be broken." That was Skye.

Simmons snorted. "What, like the laws of thermodynamics? Or gravity? What they're talking about in there is magic, not science."

Xavier was still going. _"Whatever he wishes, however subconsciously, will happen. If he believes his pet goldfish is a secret agent, it will become a secret agent."_

_ "Uh, actually, sir, I don't have a goldfish. Just a platypus. And he's not a secret agent."_ A laugh from Phineas. _ "Although, how wild would that be, huh?"_

May snorted. The others looked at her in puzzlement.

_"I'm very glad you brought him into us, Mrs. Flynn."_ Xavier's voice was low and earnest. _"This is the sort of thing that could have driven you or any other members of the family insane. Prolonged exposure to a mutation of this nature, without a frame of reference, may cause a person to lose their grip."_ A squeak as Xavier apparently turned his chair. "_In fact, I suspect the only reason it hasn't affected more people is due to the influence of his brother."_

_ "Brother?"_

"His brother's also a Gifted?" Coulson looked over at Skye disbelievingly. "Both he and his brother both happen to be mutants? What are the odds?"

"According to baldy in there, Phineas messes with that stuff anyway." Skye shrugged, not taking off the headphones. "Maybe he unconsciously changed his brother into one. He may have changed all his friends into mutants—his pet too."

"We're going to have to go back to that neighborhood." Coulson turned back to the computer.

_"His brother has a sort of analytical gaze—he can tell how anything works just by looking at it."_ Xavier continued. _"This has an unconscious effect on Phineas, because Ferb is also a telepath. Again, mostly on a subconscious level—I imagine he doesn't talk much but manages to make himself understood. There's a very strong psychic connection between him and Phineas, and I think Phineas absorbs a lot of Ferb's analytical knowledge. That keeps his fantasies roughly in the realm of reality."_

"_Ooo-ooo-ookay."_ Mrs. Flynn could be heard again. "_Where's the camera? Should I wave?"_

"_Mrs. Flynn."_ The headmaster continued, gravely. "_You must let me instruct your sons. This sort of thing could be dangerous if left unchecked."_

_ "Oh hahahahaha! No, no thank you, Mr. Xavier, though that's very kind."_ There was a squeak of a chair being pushed back. "_We couldn't possibly afford the tuition, and Phineas and Ferb are much too young for a boarding school. I think we should all be getting home now. Hey, when does your show come on? I want to see myself!"_

There was a momentary silence, then: "_Won't you reconsider?"_

A longer silence.

"_Why, yes, Dr. Xavier, upon reconsideration, I think I do understand_." Mrs. Flynn's voice was placid and happy. "_Thank you so much for your generous offer. I'll just have to talk to my husband. When should I have Phineas and Ferb's things sent over?"_

"Aaaaand we have a confirmed psychic." Skye grinned triumphantly.

"_Clothes are not important."_ The professor assured her. "_Whenever you have the time."_

Simmons looked very troubled. "Are we seriously okay with this? Him brainwashing this suburban mom into giving him her children?"

May shrugged. "From what I heard, it sounded like the professor had a point."

"No, we're not." Coulson said, firmly. "Once we have everything cleared away I plan on having a long talk with both Professor X and Mrs. Flynn..."

"Assuming you come out of X's talk still remembering Mrs. Flynn."

"...but right now we stay focused." Coulson tilted his head to look at one of the monitors, showing Mrs. Flynn exiting the building. "All right. Our boys are in. Now, they know they have a message to deliver to Dr. McCoy, but that's not likely to happen for a while, so..."

_"Dr. McCoy_!" Phineas' pleased exclamation resounded in the headphones. "_I have a message for you!"_

The team exchanged glances. "Buying the altered probability thing yet?" Skye asked.

* * *

Simmons had joined SHIELD for a lot of reasons, not least of which was Fitz joining SHIELD. Her family also had some history with the organization, so there was that to consider. But mostly, she'd joined the paramilitary group because she wanted to deal with the new, the unusual, the groundbreaking. Things no one else had ever done, or even thought of doing.

She supposed an interview with a giant furry blue cat-doctor geneticist was probably on the list somewhere.

"Rossum." Dr. Hank McCoy took the spectacles off his snout and toyed with them. "Yes, I remember. Internship I had a while back. Practically jumped at the chance, they were already leading the neurological community at that point. Of course, they were also very happy to have me."

"Your early papers on the function of the hippothalmus in subconscious processes was revolutionary, doctor." Simmons put in.

Dr. McCoy twitched his ears and nodded at her gratefully. "Thank you, dear lady. I also enjoyed your piece on the xenobiology of the Chitauri. That was you, correct? Jenna Simmons? A most enlightening read."

"And a most confidential one." Coulson said, looking annoyed. Simmons was bright red and seemed unable to speak.

"Not as of last year." McCoy shrugged. "I've spent a great deal of time poring through the released SHIELD files... we all have."

"Really." Coulson looked around the porch.

There was a man with bright, feathery wings perched on the roof just above him. Directly behind his chair was a man made entirely of steel. Off to the side, a man with shades was watching a redheaded girl and a blonde african fly over the spacious gardens. And, a little off to the left, there was a dark blue demon, watching them with large yellow eyes, flicking his forked tail back and forth.

"I do apologize for the audience, Director Coulson." Professor Xavier, also sitting at the table with them, smiled apologetically. "But you can understand our desire for caution."

Coulson shrugged. "I suppose." Honestly, the bald old man in the wheelchair before him was the one who most freaked him out right now, but there was no point in dwelling on that.

"As Hank has just said, we have all spent time going through the revelations about SHIELD." Xavier continued. "Some... do not increase our trust in your organization."

"That was a day of unpleasant discoveries for all involved." Coulson smiled thinly. "Including the SHIELD agent who released the 'revelations.'"

"Well, in any case, I certainly remember the chair device you're describing." McCoy continued. "It was the starting point for our work. Extremely crude, but with strange flashes of genius."

"And you were able to improve on it?" Coulson asked.

McCoy smiled. "As your lovely scientist has already observed," (Simmons blushed red all over again) "...I have some experience in these matters. This school contains a device that shares many similarities with Rossum's little chair—although only the professor can operate it." He reassured them.

"Comforting... I suppose." Coulson shrugged.

"I developed a method to more clearly read the mind and create near-perfect mental maps." McCoy continued. "One of the colleagues, Quincy, I believe his name was, devised a way to then apply that map to the brain." McCoy blinked his golden, slitted eyes. "Still very rudimentary, of course, and far from application, but groundbreaking just the same. It was intended to treat Alzheimers, but we all knew there were much wider applications than that."

"Dr, McCoy, after your internship, did you have any further contact with the Rossum corporation?" Coulson asked.

McCoy shrugged. "Not to speak of. They kept sending me messages, asking for me to come back and help with more developments but..." Another shrug. "I didn't much like the work environment, and by that time I was far too busy with the school to think of taking any more internships."

Coulson suppressed a wince of frustration. "You heard about their collapse, I suppose."

"Naturally. I thought it was odd, but..." McCoy spread his arms and smiled. "Here we get used to odd."

Coulson looked around the porch again. "Indeed." He turned back to McCoy. "So, you have no idea where they might set up shop again?"

"None whatsoever." McCoy smiled apologetically. "Sorry I couldn't be of much help."

"However..." Professor X raised a hand. "...perhaps I could."

* * *

"This could be dangerous."

Paul Ballard, sitting at the table, gave a weary shake of his head. "I don't care. I just need to know."

"It's not a sure thing that you will." Coulson frowned. "If we're right, they erased your memories—there might be nothing for the good doctor to see."

"Perhaps." Charles Xavier agreed. "But I've seen some very strange minds before. The memory is an astonishingly persistent thing."

Feeling a tug on his arm, Coulson turned around. A grim looking May was standing there. "We need to talk." She hissed.

Coulson raised his eyebrows but followed her out of the room. Koenig and Simmons were waiting in the main room of the safe house.

May turned around. "I'm not comfortable having you in the same room as that man." She stated.

"Professor X?" Coulson looked through the one-way mirror at the wheelchair-bound professor.

"Sir, with all due respect, you're the freaking director." Koenig interjected. "If Fury'd believed in psychics, he'd never have allowed himself to be in the same room with one. Five seconds, and he could know all of SHIELDs secrets and have you goose-stepping to the mutant march."

Simmons nodded reluctantly. "Director, you're too important to risk near someone with capabilities like the professor. It's like putting the president in the same room as a trained assassin."

"We do that all the time. We call them Secret Service agents." Coulson frowned. "Look, the professor is a decent guy, ok? I'm sure we can trust him."

May adopted a confused expression. "I'm sorry, since when is trusting in people's good intentions part of what SHIELD is about?"

That stopped Coulson for a while. "We are starting a new SHIELD..." He observed, after a few minutes.

"But there are limits to what we can do." Koenig interjected softly.

"And honestly, sir, the fact that you're willing to risk so much on that after barely meeting the man..." Simmons tilted her head. "...it makes one wonder about the professor's effect on you."

Skye walked into the room, tablet beeping. "It's Tripp." She reported. "It looks like the situation in Chicago is getting out of hand. Coulson..."

Coulson sighed. "Fine. Give me a sitrep on the way to the communication room. But someone needs to be in there with the professor."

"I'll do it." Koenig nodded. The others looked at him. "What? I'm easily the most disposable person here."

Nodding, Coulson signaled to Skye and the two began to walk off down the hall. "It looks like the Hydra necromancer may be headed for Arlington..." Skye said, tapping at her screen.

"Barton's in Washington, get him and our local cell out there. Reach out to Walker for damage control..."

Sighing, Koenig turned to the door. "Wish me luck." He smiled ruefully to Simmons and May. "Here's hoping I come out with all my Batman knowledge intact."

Pushing the door open, he walked into the interrogation room. "Sorry about the delay!" He called too-cheerfully, "We were just talking about..." He caught the look on Xavier's face and groaned "...you know exactly what we were talking about."

Xavier shrugged, though his face looked a little disappointed. "Mutants have always had a certain stigma attached to them."

"Try not to think of it as a stigma." Koenig said, sitting down at the table. "Think of it as... being the intimidating over-musculy guy in the room that slightly freaks everyone out."

Xavier looked at him, blinked, smiled, then turned back to Ballard. "Shall we begin?" He glanced at Koenig. "Now, despite what people seem to think, the mind does not resemble a landscape, or a spirit animal, or really anything except a mind. It's not the sort of thing that's always easy to put into words. The clearest way to make sure you understand the memories this man has—which are likely to be fragmentary and unclear already—I'll be doing my best to deliver the impression of his memories directly to your mind. Do you understand?"

"Sorta?" Koenig shrugged his shoulders. "Psychics have been entirely theoretical up to this point, professor. And mind melds. Honestly I'm a little bit excited to be the first SHIELD agent to experience one. And terrified."

Another blink, another smile. "Let's begin, then." Professor X reached out with both hands and touched their heads.

* * *

The professor had been right. Koenig never was, exactly, able to put precisely into words what it was like to see the memories—the clouded memories, the fake memories, the subconscious memories—of Paul Ballard. The closest he ever came was: "It was like watching a play, only you were inside the play, and every so often you caught site of another, much better play, taking place backstage."

There were images, tinged with sentiment and smell. Understanding scars of a woman who smelled of tears and vindication. Sweat outlined the figure of Echo, sparring with him, pummeling him with crushing passion and fear. Hope trickling from the soulful eyes of a light brunette who's dangerous eyebrows ignited overpowering grief in the scent of perfume and blood.

But that was not important. What was important was a blonde, mop-haired technician smelling of lint and disdainful annoyance, and a crisp dark-haired man with a long face, seen only through a television, fuzzy with rage and frustration.

What was important was that Koenig knew both of them.

"Shit!" He exclaimed, jerking away. Professor X and Ballard, startled out of the mind-meld, looked at him quizzically.

"I... I..." Koenig stumbled to his feet. "I need to find the director." Fumbling with the door, he prised it open and stumbled down the hallway. "Shit, shit, shit, shit..."

* * *

"Claudio?" Coulson echoed, striding alongside Koenig toward the hangar. "Agent Jillian's new husband? Prince Pedro's second?"

"And Benedict, his other second, the one you hooked up with Agent Root." Koenig answered, doing his best to match his boss's stride. "He's kind of embarrassing, by the way, since he's actually Senator Daniel Perrin, the one who made such a huge media stink about Rossum and suddenly dropped them."

Coulson stopped stark in the hallway, nearly causing Koenig to run into them. "Oh crap. You're right. I remember looking into that, how did we miss that?"

Koenig gave a shrug. "It's been a long time since Senator Perrin disappeared. Guess we never expected to run into him in Italy."

"Malta. He lives in Malta. Right next to one of our most important safehouses." Coulson resumed walking. "So, is he the one running the new Dollhouse? Or is he one of the dolls?"

Koenig shrugged helplessly. "I don't know, boss. Ballard's memories were confused at best. All I got is that he didn't like Perrin but felt sorry for him, and thought 'Claudio' was something of a jerk."

Coulson groaned as he entered the hangar. "All right, all right." He nodded. "We get to Malta, we take them down... agent Jillian is going to kill me... we somehow convince Prince Pedro to let us examine his two most trusted friends for signs of tampering."

"That's not going to work."

Koenig and Coulson looked up. There, in the hangar, directly in front of the open ramp of the Bus, was Agent Root, with a coldly dangerous look on her face.

"Claudio and Benedict aren't the only brainwashed boys in the mix." She said, walking forward. "I remember the prince. Laurence Dominic, head of security at the Dollhouse." A shrug. "Or used to be, before we realized there was a spy in the base."

"Fury's insider." Coulson realized.

Root nodded. "They thought he was NSA, but yes."

"If he used to be SHIELD, then there's only one reason why he would now be laughing it up on a Mediterranean throne." Coulson frowned.

Root nodded again. "The new Dollhouse, the one that's been wiping the minds of everyone associated with the project—it's in Malta. It's been right next door to us the entire time."

* * *

**A/N:**Well, that took longer than I thought. Guess I'd better give up on getting this done before Season 2 starts. Ah well.

So, by way of explanation-the wedding that Koenig and Coulson were talking about in the first chapter was the plot to Much Ado about Nothing. Neal (Dominic) played Prince Pedro, Franz (Topher) played Claudio, and Alexis (Perrin) played Benedict. And Acker (Root) played Beatrice, with Clark (Coulson) as Don Leonatis. Basically this is something I've been wanting to do since "Interested Parties" but didn't think I'd ever actually be able to work out.

Quick blurbs. The bit with Bauer is a reference to Michael Weyers "Counting Down," which features Fury saving Jack from the 24 finale, and the "incident in Chicago" that Tripp had to leave to deal with is a reference to bissek's "Brighter Futures" Finale, which features Tripp, Noir, and the Dresden team taking down a Hydra necromancer. They're both pretty awesome. Go read them.

On Phineas and Ferb's mutant power-it wasn't my intention to make them mutants, it was just an idea that developed from the one-shot I had with them.


	5. Daring Daisy

**Daring Daisy**

* * *

The door to the room burst open and in stormed a troop of black-clad assault soldiers. They swept the room up, down, and all sides, checking into the side rooms, closets, pools, and, bunks.

"Clear!"

"Clear!"

"Clear!"

"Look around, people." The commander shook his head. "That door's been forced before. The director was right, the Maggia were here in Dubai. We probably just missed them." He shrugged off his gas mask to breathe a little easier. "So now we need to find out where they went from here."

The soldiers nodded and rushed about, hunting through the adjoining rooms. The commander stepped up to the wide, tall window and looked down. "Over a hundred floors up..." he muttered, turning around to take in the three-floor apartment, the gardened terraces. "The rent on this has to be easily a few billion. Who pays that to keep a room unoccupied?" His probing gaze took in the bunks set into the far wall, the medical station off to the left, the smashed array of mirrors on his right. "This is not a typical gang dive. So what is it?"

"Commander Mills!"

He looked around. One of the assault team was waving him toward a room. "You may want to see this."

He followed the other agent into a remarkably bare room, stripped of all but it's paint and a few power outlets. Even the floor had been ripped up, exposing a whole network of pathways underneath.

Mills frowned. "Okay, what am I supposed to be seeing?"

"This used to be a computer lab of some kind," reported another soldier, bending over one of the holes in the wall. "These outlets are for fiber-optic and firewire cables, and those power couplings over there are specifically designed for high-end supercomputers. It's extremely well-ventilated, too—there was an impressive system set up here."

"It looks like there were conduits wiring everything to something in the center." The other soldier said, pointing at the exposed pathways. "Some sort of control pedestal, perhaps, or one of those holotables."

"Whatever it was, the Maggia entirely stripped it out." Mills frowned. "They wanted it. Badly." He glanced around the room. "So what's so valuable that 's in a room that hasn't been used in four years?"

* * *

"Thanks for letting us just drop in like this, Jillian." Coulson smiled.

Agent Jillian, a slim young woman with long dark hair, smiled as she moved around the kitchen. "It's 'Hero,' sir. Remember? I'm a married woman now."

"Yes..." Coulson licked his lips. "On that note, where is Claudio?"

"Up at the palace." Jillian answered, decanting a flask of whiskey and pouring out a glass. She handed it to May, who took it with a nod. "He's been there overnight, actually—yesterday the prince summoned him there urgently, and I haven't heard from him since." A soulful look overtook her face for a moment. "It's... been kind of lonely."

"Not much of a honeymoon, hmm sweetie?" Root, leaning against the kitchen wall, smiled with sardonic humor.

Jillian smiled back and blushed. "No, the honeymoon was... very... nice..." She nearly murmured, her face steadily growing redder. "Just... maybe a little shorter than I would have liked."

May snorted. "They usually are." A smile of memory flickered across her own face.

"Well, that's a pity." Coulson sighed, glancing at his own glass. "I was looking forward to meeting with him again." He hesitated a moment before asking: "Do you know if there's a way that I could get into the palace and... surprise him?"

Jillian turned and looked at him, narrowly. "Are you planning an infiltration, sir?"

"What? No!" Coulson laughed. May and Root exchanged glances. "I just thought it would be fun to drop in and surprise my 'son-in-law,' that's all."

Jillian studied him for a moment longer before leaving the kitchen and coming back with her purse. "Spouses aren't allowed inside when the palace is on high alert—as it probably is now." She answered, digging through the purse. "But... he showed me his access card with the RFID chip..." She produced another card. "...and I made a copy."

"Good." May stepped forward and held out her hand.

Jillian hesitated a moment. "He... he doesn't know I made this." She said, looking straight at Coulson. "And I'd rather he didn't. So if this is really just for a surprise visit..." She withdrew the card a little.

Coulson sighed. "It's... not." He said, finally, looking at her.

Jillian bit her lip. "Oh. Well... I should probably give you this, then..." But her hand didn't move. "It's just... he is my husband..."

"I know." Coulson nodded gently. "And I'm sorry to ask you for this so soon into your marriage with the man. But..." He leaned forward and looked the woman in the eye, "...we think there may be something going on up at the palace. Something that Claudio, and probably even the prince, doesn't know about." He smiled reassuringly at the young agent. "We're not planning to steal data or undermine the prince and Claudio in any way. If all goes well, they won't even know we're there. But... it's possible they're all in very great danger."

After a few moments longer, Jillian nodded and handed the card to May.

* * *

"You realize we may need to kill them."

"If we do, we might as well have not come at all." Coulson shot back. "The Prince... 'Laurence Dominic' is a SHIELD agent, and both he and the others have been brainwashed. Possibly others, too. If we can't rescue three brainwashed people from an outdated facility belonging to a nation most people couldn't even find on a map, then this whole recruitment drive was pretty much pointless." He slumped back in his seat. "I don't plan on anyone dying on this mission."

"No." May waited a few moments before continuing, "But things rarely go as anyone plans, sir."

Coulson sighed. "No. No they do not."

May nodded and turned her eyes back onto the road. "What was the message from Mills about?"

"I'll tell you later." Coulson rubbed his eyes.

The SUV pulled up alongside a dark van parked on the side of the road. Coulson cast a look up the hill as he got out of the vehicle. "The Palace is right over that ridge, I take it?"

"We're facing the eastward side now,sir." May answered, getting out and slamming her own door. "According to our intel, it's the one most vulnerable to attack."

"Good." Coulson walked over to the van and rapped four times on the door.

Tripp slid open the door, revealing a troop of agents in assault gear, strapping on kevlar vests and loading weapons. "Director." He smiled, stepping back. "Attention, everyone!"

"At ease." Coulson said, stepping into the crowded van. May and Root climbed in behind him and slammed the door. "No, seriously." He said, waving at the waiting agents. "Keep going. I've got some things to say, so keep an ear open, but just keep on with the preparations. We've got a limited time window, don't let me slow you down."

The squad resumed preparations, slightly more quietly. May and Root picked up some vests and began to outfit each other.

Coulson coughed slightly to signal their attention. "Just a few words." He smiled. "You're among the best and brightest in the world, an elite team we've spent months assembling. We've called you all in for this particular mission because of your professionalism and dependability. At least..." He looked at Fiona Glenanne, who just shot a cocky grin back. "...most of you. We'll need you to exercise that to the fullest, because this is not only a very dangerous situation, it is a politically volatile one."

"Didn't think we bothered with politics." Beckett smirked from her seat. "Vigilante organization and all that."

"The prince is a close personal friend of mine, and one of his seconds is closely attached to a SHIELD agent." Coulson clarified. "His well-being is also conducive to our hideaway here in Malta. Being exposed while attacking a mediterranean government could unravel the last vestiges of good press that SHIELD has left. Plus, there's a very real chance that no one in that facility really knows what they're doing. "

"On that note..." Tripp asked, standing up and holding to a loop from the ceiling. "...rules of combat, sir?"

"Icers only." Coulson said. "You all have live ammo if things get serious, but as much as possible stick to non-lethal force."

Shaw snorted, ratcheting a magazine into her pistol. "Softies."

"As far as attack strategy goes, we have a card that should let us in the back entrance." Coulson said, calling up a hologram blueprint of the base. "We'll start... yes?"

"What sort of intel do we have on this op?" Agent Jesse Porter asked, a ski-mask already over his bald head.

"The surveillance network in the palace is ancient, no outside connection." Skye answered. "In fact, I'm not even sure if they have Internet inside there. Freaky." She rolled her eyes. "Point is, I can't hack it. Or anything inside. Even Root's Machine can't magic it's way in." She nodded at the brunette, who gave a small smile. "The best we have is the blueprint." She gestured at Coulson' hologram. "Pulled it from the archive."

"Essentially, we're going in blind." Coulson nodded. "It's not ideal, but it's not the first time for any of you. But we are going to need every advantage we can get. Agent Glennanne will create a frontward diversion. I'll enter from the rear and clear the way for the assault team."

"Won't there be a security team at the back entrance?" Akela Adour looked up from loading her weapon.

"As I said, I'll clear that." Coulson's expression betrayed nothing. "Once the signal's given, two teams enter in, one led by Agent Westen, the other by Agent May. Westen, your objective is the security room. We don't want to leave any evidence of our visit, so make sure it's cleared. Agent Skye will accompany you to make sure the system is thoroughly scrubbed. Activate the jammer so that no signals get in or out. Locate the targets and give their location to Team 2."

"This sounds like fun, eh Mike?" Sam Axe elbowed his old friend.

"Team 2, you're to head for the secure area of the palace." Coulson turned to the other side of the car. "If there's anyplace they're hiding the tech, it'll be there. We expect the bulk of the checkpoints will be secured, so we've provided some C4 for you to blow through the wall here." He pointed. "Once you're through, things get a little fuzzier... we don't have up-to-date blueprints of those, obviously. Interior imaging gives us a rough idea—" A set of walls, outlined in green, sprung up on the blueprint, "—but the reality is we don't have a good view of things inside. Hopefully Westen's team will be able to shed some further light on that for us."

Jesse snorted. "Hopefully."

"Agent Root will accompany team 2." Coulson nodded at the slim brunette standing, arms crossed, at the front of the room. "Along with consultants Ballard and Cotillos." Another nod at the two men, already outfitted, glancing around at the others with the slightly-defensive anxiety of the new kids on the block.

"Sir." Agent Isabelle Hartley, a tall, dark-haired woman, raised her hand. "I realize I'm new to this iteration of SHIELD, but is including civilians..."

"I'm not a civilian." Anthony cut in, sharply. "But I agree about Ballard."

"I've been in few scrapes myself." Ballard defended himself. "I won't be in the way."

"Their presence is essential." Coulson insisted. "They are all familiar with the tech and targets involved, and are present to lend their expertise to the scenario." Coulson let his eyes sweep the crew before finishing the briefing. "The technology should be recovered if possible, otherwise destroy it. The targets, if found, must be taken alive, but are of secondary importance. Everyone clear?"

There was a series of nods around the van. Coulson looked about, then drew himself up with a breath. "All right." He nodded. "Time to storm the castle."

* * *

The guards blinked as the door swung open. "Don Leonato?" They asked, raised weapons slightly lowering.

"Ah!" Coulson raised his hands in greeting. "Arnoldo! Julian! How are the wife and kids? I just thought I'd drop in to say hello to my son-in-law..."

Arnoldo jerked his head at Julian. Julian nodded and slammed a red button on the wall.

"Don Leonato—" said Arnoldo, as a siren began to wail and the door behind Coulson locked into place. "—my apologies, but we were told to expect your arrival, and when you showed up to send the base into full lockdown."

Coulson blinked as the guards converged on him "Okay... that wasn't part of the plan."

* * *

"He isn't signalling." May hissed. "Why isn't he signalling?"

"Fiona's distraction hasn't gone through yet, he's probably waiting for the right moment." Westen answered, scanning the side of the palace. "I count twenty guards on the walls. That's not the sort of thing you want to attract undue attention to."

"He has a DNA-encoded com." May frowned. "He should have taken those guards out already and contacted us."

"He's not." Root said suddenly, her cybernetic eye glowing. "Something's gone wrong. They're taking him away."

"What?" May and Westen swiveled on the hacker. "Away where?"

"Deeper into the base. Toward the secure zone."

"We need to go, now." Tripp started to signal the others.

Westen grabbed him and pulled him down. "We wait for the distraction!" He hissed. "You charge out there now, we don't have a chance in hell of making it to the walls, much less to Coulson!"

Tripp glared at him. "I've done some bullet dodging in my day. I say screw the plan. We take the C4, we blow the door open, we go in..."

"Not the door. The wall. Over there." Root grabbed the C4 and leapt over the ridge.

Westen made a vain grab for her. "Wait until Fiona...!"

BOOOOM! The ground shook and little bits of dirt rained down from the sky.

May winced, even as they heard the shouts and rifle-fire of the guards. "Remind me to instruct Agent Fiona in the meaning of 'moderation.'" She informed Westen.

"She understands 'distraction' well enough." Westen grabbed his rifle and leapt over the ridge. "Let's get going."

* * *

BOOM!

RATATTATAT! RATATATATTTTAT!

"Team A, left! Team B, right!"

"New plan, people!" Tripp roared. "Priority is the Director! Skye, the security console!"

"On it!" Skye fired two Icer rounds into the guard coming around the corner and dashed over to the computer. "Oh, already logged in, score!" Her clacking fingers rattled over the keys.

Root came alongside Skye. "A minute, darling..." She plugged a modem into the security computer. "Five minutes, She should have complete control of the base's systems." Root smiled.

Axe gave a little chuckle. "So much for the days when we had to storm everything by hand." He laughed.

"Should we still split up?" Ballard called, pistol scanning up and down the left hallway. "Not much sense in rescuing the director if we can't secure an exit."

"Don't need many men for that." May shook her head. "Hartley, Adour. Hold this position, secure our exit." The other two SHIELD agents nodded and took up positions, one facing the breach, the other facing the hallway.

"I've got a lock!" Skye called.

"On Coulson?" May and Westen ran over to the computer.

"I think so." She looked up, face nervous. "He's in the secure zone."

Michael looked to May. May looked grim. "Attacking the secure zone was always part of the plan anyway. Can you cut the power?"

"I don't think so." Skye frowned. "They seem to be entirely manual in there."

May gave a little curse. "We need to go, NOW." She said, grabbing her rifle and making for the exit. "If they get him in one of their chairs, it's all over."

* * *

Coulson woke up just as the chair tipped him back into the pedestal.

It took him a few seconds to realize the importance of that, and then another few seconds to realize the importance of having time to realize it.

A few tense seconds passed, Coulson's head hovering within the glowing blue arc. Oddly, bizarrely, he found himself thinking of the machine Centipede had used to awaken his memories of Tahiti. That had glowed blue too. Had that come from Rossum? Some sort of related tech? Could it have been used to brainwash him?

Was this going to?

If only he hadn't been captured. True, it had been roughly sixteen to one, with those sixteen armed and him undercover, and true, he had managed to take out nearly six of them before that stun gun hit him in the back, but he couldn't help feeling that none of that would have stopped Fury.

Of course, he wasn't Fury. Fury wouldn't have found himself manacled to a brainwashing machine, waiting for the strange lady at the computer (he could just barely see her looming off to his left) to press the final, fatal button.

Instead, she turned around and stepped to his chair. "Coulson, I believe?" A crisp English accent . Pencil-thin eyebrows under close-cropped hair, a sharp, cold face.

Coulson blinked. And smiled. "Yes." He nodded, as casually as he was able. "I take it Echo told you about me?"

"Indeed." The woman stood by the foot of the chair and regarded him narrowly.

"Then you have me at a disadvantage, Ms...?"

"My name..." The woman leaned closer, "...is DeWitt."

* * *

"Go, go, go!" Tripp roared, as the security doors collapsed off their hinges. "Spread out, find the director!"

"They'll have taken him to the imprinting room." Root said, striding quickly through the hallway. "In the old Dollhouse it was on the second floor above the courtyard, but this place looks radically different. The power conduits..." Her eyes traced the visible wires and cables running along the outside of the much older brickwork. "Follow those!"

"You heard the lady, follow the wires!" Tripp gestured to the men.

"So this place is a Dollhouse?" Beckett asked Root as they ran.

"And I used to live in one?" Anthony, just ahead of them, was glancing doubtfully around.

Root glanced about her doubtfully. "Yours wasn't anything like this, Anthony. In fact, I don't see the regular trappings. There's no wardrobe, no sleeping quarters, no massage parlor. A med bay, but there's nothing unusual about that."

Beckett blinked. "What sort of prostitution business were you running?"

Root smiled. "One with extremely valuable prostitutes." She answered. "All other things aside, our management treated the Dolls very well."

"That's... good to know, I guess." Anthony's voice had just a touch of scorn.

"Believe it." Root insisted. "Our administrator, DeWitt, was a cold and efficient woman who you never wanted to cross, but she had always the best interests of her charges at heart. She did her best to care for the Dolls." Another glance. "Which is why I find it odd that this place has apparently none of the facilities needed to house them."

"They still have guards." Beckett drew up short and fired a short burst at the guards coming around the corner.

"Grossly incompetent guards." Root didn't even unholster her pistol, she regarded the comatose bodies with scorn. "Dollhouse tech enables you to imprint people with advanced weapon training immediately. These guards must not be imprinted."

"Dolls were that dangerous, huh?"

Root snorted. "Where do you think 'Echo' got all her abilities from? Dolls are deadly if given the right set of skills. They can be commandoes, infiltrators, sleeper agents..."

The assault team charged into a wide courtyard and drew up short. It was a wide, inner amphitheater utterly devoid of guards.

In the center stood Prince Pedro, Claudio, Benedict, and Echo.

Prince Pedro, aka Laurence Dominic, stood regarding them coldly, his pale blonde hair glinting in the harsh electric light from above. "So, my trusted friends are out to make a power grab." He said, hefting the M-16 in his hand. "Disappointing, yet I have been in politics too long to be surprised."

"What have you done with fair Hero, you villains!?" Claudio, aka Topher, his loose blonde-brown hair in a mop, gestured angrily with his weapon.

The face of Benedict, aka Senator Perrin, was a study in torn wonder. "Sweet Beatrice, how could you?"

"'Sweet Beatrice?'" Skye looked at Root with something like amusement.

Root looked curiously torn. "Benedict..." She said, stepping from the SHIELD assault team. "You need to listen to me..."

"_Attention."_ A voice resounded from the speakers up above. "_There are three flowers in a vase."_

The prince and his retinue stiffened. So did Root, Ballard, and Anthony.

Tripp frowned. "That's... nice?"

"No..." May was glancing at the others. "No, I really don't think it is..."

"_The third flower... is green_."

* * *

Coulson frowned at the woman as she turned from the computer. "I'm guessing that was exactly as sinister as you made it sound."

DeWitt simply looked at him. "We planted assassin subroutines in all the dolls before we released them from the house." She answered calmly. "With the correct phrase, they go into killer attack mode."

"Trigger phrase." Coulson mused. "I'd say it sounds like something out of a sci-fi movie, except that describes pretty much everything that's happened on this case." He paused for a moment. "And... in my life, actually."

"Yes, Mr. Coulson, let's talk about your life." DeWitt stepped back toward the reclined chair and leaned closer. "Let's talk about what you've been doing, who you are, and why you're so desperate to awaken the sleeping dragon."

"I'm not trying to awaken it, I'm just trying... to find out... if it is a dragon. Or, maybe I am, but that's just because the dragon is sleeping next to... or inside..." Coulson shook his head. "I'm sorry, who or what is this dragon we're talking about?"

"The Dollhouse." DeWitt cocked her head. "And you are in its belly."

* * *

May, fortunately, guessed what was going on immediately, knocking Ballard down with a swift blow to the head before he could quite get into killer mode. The others, though, found themselves utterly blindsided. Tripp took a boot to the face from a disturbingly blank-faced Anthony, and Beckett, who'd been standing next to Root, found herself getting pummeled with blows from the petite yet suddenly fatally precise hacker.

With no fanfare, the prince and his companions jerked their weapons into position and sprayed the courtyard. Those that could dove for cover, Icer's cracking. Some of them hit, but the three men seemed to shrug them off. May leapt up and over, preparing to charge, but Echo flew through the air and planted both feet in her chest, knocking the asian woman back toward the entrance.

Beckett managed to push Root away long enough to draw her pistol, but she only managed two (ineffective) shots before she heard a growl of rage and found herself charged by a dark-haired man—Benedict, she reminded herself distractedly.

Her gun went off twice in his stomach, but it seemed to make no difference—adrenaline, doubtless. He blocked her right hook, she caught his left jab and tried to twist him around, but then Root's foot caught her in the ribs and she doubled over, gasping. Benedict knocked her over and mounted her, fingers on her throat.

Beckett choked and gasped, but air refused to come. She clawed at the man's arm, but it was like iron. Blackness was closing around Benedict's implacable, dazed face...

Suddenly the pressure was gone and Beckett was gasping for air. Through it, she could see Benedict stumbling back. "No..." He murmured, pressing his hands to his temples. "No... not again, not like her..."

Jesse came out of nowhere and tackled the man. Beckett had about five seconds to feel good about that before Root caught her with a left jab to the throat.

* * *

"Your mere presence here indicates your realization of how valuable the Dollhouse imprinting technology is." DeWitt said, slowly pacing about Coulson's prone form. "Potentially world-changing. What you probably haven't realized is that it's also potentially apocalyptic."

Coulson raised an eyebrow. "Dramatic much? I get world-changing, I even get insanely dangerous, but apocalyptic? You can't strap everyone down to a chair."

"No." DeWitt agreed. "But the chair is just a means. Can you imagine the repercussions if it were made mobile? Weaponized?"

Coulson blinked. "You can do that?"

"It is not outside of the realm of possibility." DeWitt smiled a not-so-nice smile. "Nor is wide-scale deployment. Bombs. Mind-control rays. The stuff of your B-science-fiction-cinema."

"I'm starting to see the apocalyptic side of things." Coulson admitted.

DeWitt leaned back, satisfied. "Rossum's greatest analysts predicted that the world had a 3% chance of escaping total societal collapse." She reported. "It took long, hard, tedious, exacting work to make that chance a reality."

"You people were behind the Tucson explosion." Coulson studied her anew. "And the oddly amnesiac Rossum executives."

"I believed in the Dollhouse, Mr. Coulson." DeWitt inclined her head. "But... events forced me to face the monster Rossum had become, and the inevitable end of our imprinting technology. So yes." She gave a curt nod. "We went rogue. Destroyed the main database. But it would not be enough. We had to ensure no one else could use the technology, or even remember it ever existed. More than that, we also had to remain around to ensure no one would ever re-discover it." She stepped closer and leaned against the chair. "Which brings us, Mr. Coulson, to you. Who are you, and more to the point, who are you working for?"

* * *

Shaw grunted as she ejected the Icer rounds and loaded a new magazine. "Knew this wasn't going to last." She said, taking aim at Claudio.

"Shoot the legs!" May shouted, busily involved in a rematch with Echo. "Take him down, but don't kill—urgh!" Echo's fist caught her across the jaw. Skye grappled the brunette's arm and tried to pull her back.

Shaw rolled her eyes. "Don't know how long I can promise that." She grunted, and aimed.

A fist to the face sent Skye reeling. May's gun was out and she shot Echo three times with an icer before the brunette kicked the gun away.

Switching from Claudio, Shaw fired and missed. "Damnit..." She muttered. "May, I can't get a clear shot!"

"Wouldn't make a difference!" May reported tersely, blocking and giving blows.

Shaw grunted and turned left. Westen and the Prince were having an intense wrestling session over by the wall. Even as she watched, the Prince slipped free from his grasp and drove his fist repeatedly into Westen's side, making the ex-CIA agent double over. Sam leapt at him.

Back to Claudio. Tripp was on him now, in too close of quarters to risk a shot. Anthony was lying on the ground a few feet away, completely unconscious. The SHIELD agent was holding his own remarkably well, and already Claudio looked winded and badly beaten.

The only fight that really seemed to need help was on her left. Jesse and Beckett against Root and Benedict. Jesse seemed fairly evenly matched with the ex-senator, but Beckett was losing against Root. Shaw frowned and aimed her weapon, but again could not get a clear shot. "Beckett, move your...!"

Root spun the NYPD detective around and caught her in a choke hold. Beckett coughed and struggled, but Root had her arm firmly in place. It was impossible to make a headshot at this distance. Cursing, Shaw holstered her pistol and dashed forward.

Suddenly Root stiffened. She let go of Beckett and reeled backwards, clutching at her ear. And then, suddenly, she stood, very still in the middle of the combat.

She looked at Shaw as she came running forward. "Did I fall asleep?" She asked, in a very un-Root-like voice.

* * *

"Phil Coulson, Agent of SHIELD." Coulson smiled.

DeWitt's eyebrows hitched up a point or two. "SHIELD?"

"Yes. Not Hydra. Though we are often confused with..."

"Of course you're not Hydra, you foolish little man." DeWitt snorted, turning away from the bed. "You blunder about too much to be Hydra. They had access to all sorts of secrets in Rossum, they'd already know half the things you seem clueless about."

Now Coulson raised his eyebrows. "You knew you were working for Hydra?"

DeWitt shrugged. "Not directly, but it became evident, as we erased memories, that there was some higher power involved. It wasn't until SHIELD's files were released online that we were able to complete the puzzle." She turned. "Thanks for that."

"Wasn't my decision." Coulson shrugged in turn. "Personally I'd rather all our bases and resources weren't out in the open, but you're welcome, I guess."

DeWitt studied him. "I'll confess, I'm surprised to find SHIELD still operating."

"Technically it's not." Coulson smiled. "Technically we're more like a vigilante private charity that happen to be fugitives wanted for questioning."

DeWitt took this in stride. "I see." She nodded. "And you came here for the Dollhouse tech because you want to increase the effectiveness of your soldiers?"

"Well, partly we're just following the trail that started in San Francisco." Coulson waved his head back and forth. "But also I confess I'm worried about the tech, and I wasn't thrilled to learn my three friends of the past year are brainwashed puppet." His gaze hardened momentarily. "And a SHIELD operative. Don't tell me he's here willingly."

Curiously, this did seem to shake DeWitt. "Mr. Dominic's situation is... complex." She defended. "And I was not aware of his true affiliation until this moment."

"Doesn't change the fact that you're holding a fellow agent against his will." Coulson sat up, as far as the restraints would allow. "And I can't allow that."

* * *

Echo threw Skye off her back, straight into May, knocking the Asian woman to the floor. She leapt forwards, foot drawn back in preparation for a kick.

BANG! BANG! BANG!

Becket and Shaw came forward, guns blazing. Echo was a blur, virtually untouchable... but only virtually. One of the shots struck her in the midsection and sent her flying backwards. Shaw's gun clicked empty and she tossed it away with a curse, dashing at the woman. May was already rolling Skye off of her, preparing to head straight back to the fray. Beckett stayed well clear of the fracas, but her gun tracked the blur of Echo's movement, looking for an opening.

Claudio lay on the ground, out cold. Tripp was already running to the aid of Jesse, who had just caught a boot in the face from Benedict. On the far side of the room, Sam went flying, crashed against the wall, and slumped to the floor with a groan. Westen and the Prince were struggling over the assault rifle, now on the floor.

The bullet had buried itself in Echo's gut, and despite her insane amount of skills, she could not help favoring the side a little. It was a weakness, and Shaw and May were exploiting it for everything it was worth. Every time May's foot crashed into her bloody ribs, Echo winced visibly. Every time Echo started to defend her left side a bit more intensively, Shaw was ready to slip in the hole in her defense.

May's foot came curving in a wide arc. Echo flipped over backward to avoid it. Shaw got in her way, and was clipped by the girl's left boot, but she came back, eyes blazing, and ducked under Echo's defense to grapple her around the chest. And as the brunette struggled to get free (elbowing Shaw straight in the face, trying to throw the woman over her back), May readied a devastating right hook and smashed Echo straight in the jaw.

Echo's head jerked with the blow, and she went limp in Shaw's arms.

* * *

DeWitt regarded Coulson coolly. "No one is being held against their will. Mr. Dominic is perfectly happy ruling over a small island nation."

"Yes, because you programmed him to be." Coulson shot back. "Which, by the way, how'd he feel about that? Doesn't seem the sort of thing one of Fury's men would take lying down."

"As you are currently experiencing, Mr. Coulson, there are very few other ways to take it." A cold smile glimmered across DeWitt's face. "There was no choice. For any of us. The technology had to be safeguarded, at all costs. It needed to disappear, even from memory. All of us had to forget."

"Except for you and Echo."

"Echo is... unique." DeWitt smiled. "Forgetfulness is not in her nature. As for me..." Something passed over DeWitt's face. "...someone must stand watch. To protect the world from the much more disastrous one constantly looming over their shoulder. It is the price that must be paid." She looked away. "Trust me, remembering is not pleasant."

Coulson's face also changed. "I understand." He nodded. "And I agree. But all the same, I can't allow this to continue."

DeWitt's face suddenly lapsed into cynicism. "Mr. Coulson," She said, stepping up to the console and calling up the activation screen again. "...you are in no position to allow anything."

Coulson shrugged and smiled. "Notice how quiet it is outside, all of a sudden?"

DeWitt froze, her hand inches above the button.

The doors burst open. DeWitt whirled around, a strange, yellow gun in her hand as SHIELD agents came flooding in. "Freeze!" Tripp roared, assault weapon in hand. "Step away from the computer, or I drop you!"

DeWitt's mouth twitched. "My goodness. I do hope I don't slump against the console and accidently bump something."

"You're outnumbered and outgunned, DeWitt." Coulson called. "Give it up."

A smile twisted DeWitt's lips. "Outnumbered, certainly, but outgunned?" She palmed the yellow gun. "I may have been deceiving you, Mr. Coulson, when I said we had not yet weaponized the tech."

Coulson froze. "Hold your fire." He called to the others.

"This is a weaponized imprinter." DeWitt explained, aiming squarely at Tripp. "The last one remaining, of a prototype series Rossum was just starting to develop when they collapsed. " Again the smile. "Our brightest technician modified it just before he became Claudio." She raised an eyebrow. "I have only to fire, and you become one of those killer assassins you fought outside."

The SHIELD team exchanged glances.

"This gun in my hand allowed me to abduct every single member of Rossum's elite, a group so powerful even Hydra could not touch them." DeWitt tilted her head. "I couldn't say whether it's the most powerful weapon in existence, but it's certainly the most powerful one in this room. So you see, Mr. Coulson, I am most certainly not outgunned."

There was a silence.

"So... why haven't you fired?"

DeWitt blinked and looked down at Coulson. "I beg your pardon?"

"Why on earth would you tell us how it works?" Coulson insisted. "Wouldn't it be better to shoot and take us by surprise? Why ruin that by telling us? Actually, why on earth have you spent this whole time telling me all the different intricacies of your plan? That's... like, B-movie villain stuff, and you really don't seem like a B-movie villain."

"I most certainly am not." DeWitt sniffed, with just the tiniest eye-roll. "For your information, Mr. Coulson, I was interrogating you, to find out how much you knew and how much you'd passed on, and to whom. Necessary info for clean-up, you understand."

"You could just pull that information from my head, couldn't you?" Coulson asked.

"Sir, please stop giving her ideas." Tripp murmured.

"You want to talk." Coulson continued, ignoring Tripp. "Four years of being the only one to know the secret, four years of being the lone watchman, four years of feeling the entire world rest on your shoulders alone. You want people to know."

DeWitt snorted. "What you know now is immaterial. After all, you will only know it for the next five minutes." But she'd hesitated, if just for a moment.

"Come on." Coulson scoffed. "You can't honestly expect to be able to hold back technology forever. You can't expect to be able to keep anyone anytime from ever coming up with the same technology, or something close enough to have the same effects. Especially now, with prototypes in the hands of the Maggia."

Tripp and May actually lowered their weapons in surprise. "Sir?"

"Nice try." DeWitt's mouth was a line, her jaw was twitching.

"It's true." Coulson insisted. "I got the message just before we mounted the attack. A team I sent to investigate Maggia activities in Dubai found one of your Dollhouses, stripped to the walls." He saw DeWitt's gun wavering. "And then there's Decima." He continued, watching her. "They pulled the ruins of that chair from your Los Angeles location. Do you know the resources they have? How long before they reverse engineer that?"

"You really think you can take both those groups on?" May cut in. "While staying hidden from Hydra?

DeWitt's eyes darted around the room. "I still have Echo and the others." She murmured. "And you..." Her gaze drifted onto Coulson. "It would not be impossible to use you against them. I could wipe you all, repurpose you as my own soldiers..."

May raised her weapon a little higher.

Coulson seemed unconcerned. "So do it." He shrugged. "Be the lone watchman."

DeWitt's hand hovered over the console. The weaponized imprinter shifted from Tripp to May and back again.

Finally, with a quick, almost convulsive jerk, she lowered the gun. "Very well." She said, stepping away from the console.

Tripp dashed forward to free Coulson. May stepped closer to DeWitt, gun raised, and seized the imprinter . "Don't you have the most interesting toys." She frowned, tilting her own weapon under the unblinking Englishwoman's chin.

"Stand down, Agent May." Coulson ordered, swinging his legs off the chair and sitting up. "We need her information. And resources" He stepped closer to his former captor, eyeing her with concern. "We need to destroy those other imprinters. Can we count on your cooperation?"

DeWitt nodded, dully. "You said the Maggia had one?" She asked. Her voice sounded weary, far-away.

"And Decima." Coulson nodded. "We'll need to eliminate both, but the Maggia model is definitely more advanced. According to rumors, there's a fully functional model currently in the hands of the Hoxhas gang."

Confusion clouded DeWitt's face. "That should not be possible..." She murmured. "We thoroughly destroyed the equipment at Dubai... it would take months to reverse-engineer the technology."

"Apparently they had some help." Coulson shrugged. "The staff at Dubai said they remembered a muscular, golden-blonde man in a vest and suit... can you help us with that?"

DeWitt closed her eyes.

_"Alpha."_

* * *

**A/N:** Yeah, the plan to get this finished by the premiere got blown out of the water. But it's okay, because I've thought of some great ways to tie this in with the premiere and some of the ideas presented there. Heh. Coulson saying he had to focus on "recruitment."

Kinda fun, the places writing takes you. I wasn't planning on half the twists that I ended up writing in this chapter, but they worked wonderfully. This is the finale, so I wanted to bring in as many of the operatives as possible for the grand finish. They'll be back (along with a few others) next time for the big show-down with Decima and the Maggia.

But that may take a while. Real life is calling me-papers to write and grade and so forth-so I may not have as much time to work on this as heretofore. But hang in there, true believers... I'm enjoying this story, and I already have some great ideas for next chapter!

Oh! But if you could **review** and drop me a few words about what you thought of the ideas in THIS chapter, that would be groovy. Thanks!


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